kl05033.htm  


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2011
 
               
 
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
20th Floor
(Address of Principal Executive Offices)
 
 
10171
(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 (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
On May 12, 2011, Genco Shipping & Trading Limited (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, shareholders of record on March 15, 2011 were entitled to vote 35,951,198 shares of the Company’s common stock (the “Common Stock”).  A total of 29,526,497 shares of Common Stock (82.17% of all 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 two director nominees to hold office until the 2014 Annual Meeting of Shareholders and until their successors are elected and qualified or until their earlier resignation or removal, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent certified public accountants for the fiscal year ended December 31, 2011, (iii) approved an advisory, non-binding resolution regarding the compensation of the Company’s named executives, and (iv) approved every three years in an advisory, non-binding resolution as the frequency of the advisory vote on the compensation of the Company’s named executives.  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 Company’s Board of Directors.  The voting results were as follows:
 
Name of Nominee
 
Votes For
   
Votes Withheld
   
Abstentions
   
Broker Non-Votes
 
Peter C. Georgiopoulos
    13,997,574       3,897,437       0       11,631,486  
Stephen A. Kaplan
    14,213,879       3,681,132       0       11,631,486  

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, 2011.  The voting results were as follows:
 
Votes For
 
Votes Against
   
Abstentions
   
Broker Non-Votes
 
  28,969,120       436,202       121,175       0  

Advisory Vote on Executive Compensation

The shareholders of the Company approved an advisory resolution regarding the compensation of the Company’s named executives by a non-binding vote.  The voting results were as follows:
 
Votes For
 
Votes Against
   
Abstentions
   
Broker Non-Votes
 
  11,438,534       6,301,763       154,714       11,631,486  

Advisory Vote on the Frequency of Votes on Executive Compensation
 
The shareholders of the Company approved the holding of advisory votes on executive compensation every three years by a non-binding vote.  The voting results were as follows:
 
Every One Year
 
Every Two Years
   
Every Three Years
   
Abstentions
   
Broker Non-Votes
 
7,541,274
    201,296      
9,916,139
     
236,302
     
11,631,486
 
 

 
 
 

 

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

 
GENCO SHIPPING & TRADING LIMITED
 
DATE:  May 18, 2011
 
 
 
/s/ John C. Wobensmith                                      
John C. Wobensmith
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)