UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 15, 2018


GENCO SHIPPING & TRADING LIMITED
 (Exact Name of Registrant as Specified in Charter)



Republic of the Marshall Islands
001-33393
98-043-9758
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

299 Park Avenue
12th Floor
New York, NY
 
10171
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 443-8550


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company           ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 15, 2018, at the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Genco Shipping & Trading Limited (“Genco” or the “Company”), shareholders of record as of March 19, 2018, the Record Date for the Annual Meeting, were entitled to vote 34,532,004 shares of the Company’s common stock (the “Common Stock”), each having one vote per share.  A total of 32,027,317 shares of Common Stock (92.74% of all such shares entitled to vote at the Annual Meeting) were represented at the Annual Meeting in person or by proxy.
 
At the Annual Meeting, the shareholders of the Company (i) elected nine director nominees to hold office until the earlier of the 2019 Annual Meeting of Shareholders of the Company or until their successors are elected and qualified or until their earlier resignation or removal, (ii) approved a non-binding, advisory resolution regarding compensation of the Company’s named executive officers,  and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent certified public accountants for the fiscal year ending December 31, 2018.  Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
 
Election of Directors
 
The shareholders of the Company elected each of the director nominees proposed by the Board of Directors. The voting results were as follows:
 
Name of Nominee
 
Votes For
   
Votes Withheld
   
Abstentions
   
Broker Non-Votes
 
Arthur L. Regan
   
29,796,163
     
131,769
     
0
     
2,099,385
 
James G. Dolphin
   
29,825,994
     
101,938
     
0
     
2,099,385
 
Kathleen C. Haines
   
29,699,355
     
228,577
     
0
     
2,099,385
 
Daniel Y. Han
   
29,910,159
     
17,773
     
0
     
2,099,385
 
Kevin Mahony
   
29,795,956
     
131,976
     
0
     
2,099,385
 
Christoph Majeske
   
29,661,550
     
266,382
     
0
     
2,099,385
 
Basil G. Mavroleon
   
29,675,747
     
252,185
     
0
     
2,099,385
 
Jason Scheir
   
29,911,544
     
16,388
     
0
     
2,099,385
 
Bao D. Truong
   
29,796,315
     
131,617
     
0
     
2,099,385
 

Advisory Vote on Executive Compensation
 
The shareholders of the Company approved an advisory resolution on compensation of the Company’s named executive officers by a non-binding vote. The voting results were as follows:
 
Votes For
   
Votes Against
   
Abstentions
   
Broker Non-Votes
 
 
28,438,010
     
1,486,128
     
3,794
     
2,099,385
 

Ratification of Appointment of Independent Certified Public Accountants
 
The shareholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent certified public accountants for the fiscal year ended December 31, 2018. The voting results were as follows:
 
Votes For
   
Votes Against
   
Abstentions
   
Broker Non-Votes
 
 
32,008,198
     
10,025
     
9,094
     
0
 
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
GENCO SHIPPING & TRADING LIMITED
   
 
DATE:  May 15, 2018
   
 
By
 /s/ Apostolos Zafolias
   
Apostolos Zafolias
Chief Financial Officer