Capital Clean Energy Carriers Corp 6-K, filed Aug 26, 2024

Capital Clean Energy Carriers Corp. (CCEC)

6-K 2024-08-26 For: 2024-08-26

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Added on April 12, 2026

About this 6-K

Capital Clean Energy Carriers Corp filed this 6-K on August 26, 2024.

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Exhibits Number		Description

99.1		Certificate of Conversion

99.2		Articles of Incorporation of Capital Clean Energy Carriers Corp.

99.3		Bylaws of Capital Clean Energy Carriers Corp.

99.4		Shareholders’ Agreement by and among Capital Clean Energy Carriers Corp. and Capital Maritime & Trading Corp., Capital Gas Corp. and Capital GP L.L.C.

99.5		Registration Rights Agreement by and among Capital Clean Energy Corp., Capital Maritime & Trading Corp., Capital Gas Corp., Capital GP L.L.C., Paparebecorp Limited and Ascetico Limited

99.6		Executive Services Agreement by and between Capital Clean Energy Carriers Corp. and Capital GP L.L.C.

99.7		Amended and Restated Omnibus Incentive Compensation Plan of Capital Clean Energy Carriers Corp.

99.8		Risk Factors

99.9		Description of Capital Stock

99.10		Press Release Announcing the Conversion


CAPITAL CLEAN ENERGY CARRIERS CORP.

	/s/ Gerasimos (Jerry) Kalogiratos
	Name:	Gerasimos (Jerry) Kalogiratos
	Title:	Chief Executive Officer


		CAPITAL GP L.L.C.

By:		/s/ Gerasimos Kalogiratos
Name:		Gerasimos Kalogiratos
Title:		Chief Executive Officer


CAPITAL MARITIME & TRADING CORP.

By:		/s/ Gerasimos Kalogiratos
		Name: Gerasimos Kalogiratos
		Title: Director/Chief Executive Officer

CAPITAL GAS CORP.

By:		/s/ Sarantos Petropouleas
		Name: Sarantos Petropouleas
		Title: Director/President

CAPITAL GP L.L.C.

By:		/s/ Gerasimos Kalogiratos
		Name: Gerasimos Kalogiratos
		Title: Chief Executive Officer

CAPITAL CLEAN ENERGY CARRIERS CORP.

By:		/s/ Gerasimos Kalogiratos
		Name: Gerasimos Kalogiratos
		Title: Director/Chief Executive Officer


		Page

Section 1.	Definitions		1

Section 2.	Shelf Registration		5

Section 3.	Demand Registrations		6

Section 4.	Inclusion of Other Securities; Priority		7

Section 5.	Piggyback Registrations		8

Section 6.	Holdback Agreements		9

Section 7.	Suspensions		10

Section 8.	Registration Procedures		11

Section 9.	Participation in Underwritten Offerings		15

Section 10.	Registration Expenses		15

Section 11.	Indemnification; Contribution		16

Section 12.	Rule 144 Compliance		19

Section 13.	Miscellaneous		19

Exhibit A	Form of Counterpart


PAPAREBECORP LIMITED

By:		/s/ Marios Alexandrou
		Name: Marios Alexandrou
		Title: Director

ASCETICO LIMITED

By:		/s/ Marios Alexandrou
		Name: Marios Alexandrou
		Title: Director


[NAME OF TRANSFEREE]

By:
	Name:
	Title:

Address for Notices:
[•]
Attention:		[•]
Phone:		[•]
Facsimile:		[•]
E-Mail:		[•]

with a copy (which shall not constitute notice) to:

[•]
Attention:		[•]
Phone:		[•]
Facsimile:		[•]
E-Mail:		[•]


Marshall Islands		Delaware
Shareholder Meetings

Held at a time and place as designated in the bylaws.		May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.

Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.		Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

May be held in or outside of the Marshall Islands.		May be held in or outside of Delaware.

Notice:		Notice:



Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.		Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.

A copy of the notice of any meeting shall be given personally or sent by mail or by electronic transmission not less than 15 nor more than 60 days before the meeting. If sent by electronic transmission, notice given shall be deemed given when directed to a number or electronic mail address at which the registered shareholder has consented to receive notice.		Written notice shall be given to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting not less than 10 nor more than 60 days before the meeting.

Shareholders’ Voting Rights

Unless otherwise provided in the articles of incorporation, any action required by the BCA to be taken at a meeting of shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.		Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Marshall Islands		Delaware

Any person authorized to vote may authorize another person or persons to act for him by proxy. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.		Any person authorized to vote may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.

Unless otherwise provided in the articles of incorporation or the bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the common shares entitled to vote at a meeting.		For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.		When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The articles of incorporation may provide for cumulative voting in the election of directors.		The certificate of incorporation may provide for cumulative voting in the election of directors.

Removal:		Removal:



If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders. Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board.		Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
Directors

Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.		Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment to the certificate of incorporation.

The board of directors must consist of at least one member.		The board of directors must consist of at least one member.

If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long as no decrease in the number shortens the term of any incumbent director.
Dissenter’s Rights of Appraisal
Marshall Islands		Delaware

Shareholders have a right to dissent from any plan of merger, consolidation or sale or exchange of all or substantially all assets not made in the usual and regular course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the MIBCA to receive payment of the appraised fair value of his shares is not available for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all property and assets not made in the usual course of business, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.		Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed shares are the offered consideration or if such shares are held of record by more than 2,000 holders.

A holder of any adversely affected shares who does not vote in favor of or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:

• alters or abolishes any preferential right of any outstanding shares having preference; or

• creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; or



• alters or abolishes any preemptive right of such holder to acquire shares or other securities; or

• excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.

Shareholders’ Derivative Actions

An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time the action is brought and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.		In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.

A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort. Such action in the Marshall Islands shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of the Marshall Islands.

Marshall Islands		Delaware

Reasonable expenses including attorneys’ fees may be awarded if the action is successful.

A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the stock has a value of $50,000 or less.