GENCO SHIPPING & TRADING LIMITED (NASDAQ:GNK) Files An 8-K Material Modification to Rights of Security Holders

GENCO SHIPPING & TRADING LIMITED (NASDAQ:GNK) Files An 8-K Material Modification to Rights of Security Holders

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Item 3.03


Material Modification to Rights of Security Holders.

On January 4, 2017, the Companys shareholders approved, at a
Special Meeting of Shareholders (the Special Meeting), the
issuance of up to 27,061,856 shares of common stock of the
Company (subject to adjustment) upon the conversion of shares of
Series A Convertible Preferred Stock of the Company, par value
$0.01 per share (Series A Preferred Stock), which were purchased
by certain investors in a private placement (the Conversion
Proposal). As a result of shareholder approval of the Conversion
Proposal, all outstanding 27,061,856 shares of Series A Preferred
Stock were automatically and mandatorily converted into
27,061,856 shares of common stock of the Company on January 4,
2017.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year

On January 4, 2017, the Companys shareholders also approved at
the Special Meeting a proposal to amend the Companys Second
Amended and Restated Articles of Incorporation to increase the
size of the board of directors of the Company from eight to nine
directors (the Board Increase Amendment). Following the Special
Meeting on such date, the Company filed Articles of Amendment to
its Second Amended and Restated Articles of Incorporation
(Articles of Amendment) with the Registrar of Corporations of the
Republic of the Marshall Islands to implement to the Board
Increase Amendment.

The foregoing description of the Board Increase Amendment does
not purport to be complete and is qualified in its entirety by
reference to the Articles of Amendment, which are filed as
Exhibit 3.1 hereto and are incorporated into this report by
reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Special Meeting, shareholders of record as of November 28,
2016, the Record Date for the Special Meeting, were entitled to
vote 7,354,449 shares of the Companys common stock (the Common
Stock), each having one vote per share. A total of 6,009,517
shares of Common Stock (81.71% of all such shares entitled to
vote at the Special Meeting) were represented at the Special
Meeting in person or by proxy.

At the Special Meeting, the shareholders of the Company (i)
approved, in accordance with Section 312.03 of the NYSE Listed
Company Manual, the Conversion Proposal, (ii) approved the Board
Increase Amendment, and (iii) approved adjournments or
postponements of the Special Meeting, if necessary, to permit
further solicitation of proxies if there were not sufficient
votes at the time of the Special Meeting to approve the foregoing
proposals. Set forth below are the final voting results for each
of the proposals submitted to a vote of the shareholders.

Conversion Proposal

The shareholders of the Company approved and adopted the
Conversion Proposal. The voting results were as follows:


Votes For


Votes Against


Abstentions


Broker Non-Votes


5,913,523


42,051


53,943


Board Increase Amendment

The shareholders of the Company approved the Board Increase
Amendment. The voting results were as follows:


Votes For


Votes Against


Abstentions


Broker Non-Votes


5,917,244


38,385


53,888


Adjournment Proposal

The shareholders of the Company approved a proposal to adjourn
the Special Meeting, if necessary, to solicit additional proxies
in connection with the approval of the foregoing proposals. The
voting results were as follows:


Votes For


Votes Against


Abstentions


Broker Non-Votes


5,941,903


37,138


30,476


Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

3.1
Articles of Amendment to Genco Shipping Trading Limited
Second Amended and Restated Articles of Incorporation,
adopted January 4, 2017.

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