Castor Maritime Inc 6-K, filed Nov 8, 2022
Castor Maritime Inc. (CTRM)
6-K
2022-11-08
For: 2022-11-08
View Original
Added on
April 06, 2026
About this 6-K
Castor Maritime Inc filed this 6-K on November 8, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-38802
CASTOR MARITIME INC.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☒
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Form 40-F ☐
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b) (1) only
permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only
permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibits
99.1 is a copy of the press release issued by Castor Maritime Inc. (the “Company”) on November 8, 2022, announcing the date of its 2022 Annual General Meeting of
Shareholders.
Attached to this report on Form 6-K as Exhibits
99.2 are the proxy materials for the 2022 Annual Meeting of Shareholders of the Company.
Attached to this report on Form 6-K as Exhibits
99.3 is the proxy card for the 2022 Annual Meeting of Shareholders of the Company.
SIGNATURES
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,
thereunto duly authorized.
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CASTOR MARITIME INC.
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Dated: November 8, 2022
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
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Chairman, Chief Executive Officer and
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Chief Financial Officer
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Exhibit 99.1
Castor Maritime Inc. Announces the Date of its 2022 Annual General Meeting of Shareholders
Limassol, Cyprus, November 8, 2022 – Castor Maritime Inc. (NASDAQ: CTRM), (“Castor” or the “Company”), a diversified global shipping company, announced today that its Board of Directors (the "Board") has scheduled
the Company’s 2022 Annual General Meeting of Shareholders (the "Meeting") to be held on December 15, 2022, at 6:00 p.m., local time, at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus. The Board has fixed a
record date of October 17, 2022 (the "Record Date") for the determination of the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
The Company’s Notice of the Meeting and Proxy Statement will be mailed on or around November 8, 2022, to shareholders of record as of the Record Date and will be furnished to the Securities and Exchange Commission
(the "Commission") and available on the Commission's website at www.sec.gov. The proxy material will also be available on the Company’s website at www.castormaritime.com.
About Castor Maritime Inc.
Castor Maritime Inc. is an international provider of shipping transportation services through its ownership of oceangoing cargo vessels.
Castor owns a fleet of 28 vessels, with an aggregate capacity of 2.4 million dwt, consisting of 1 Capesize, 7 Kamsarmax and 12 Panamax dry bulk vessels, as well as 1 Aframax, 5 Aframax/LR2 and 2
Handysize tankers.
For more information please visit the Company’s website at www.castormaritime.com. Information on our website does not constitute a part of this press
release.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. We are including this cautionary statement in connection with this safe harbor
legislation. The words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements. The forward-looking
statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in our
records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or
impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these forward-looking statements, including these expectations, beliefs or projections. We undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events or otherwise. In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed
in the forward‐looking statements include our business strategy, dry bulk and tanker market conditions and trends, the rapid growth of our fleet, our relationships with our current and future service providers and customers, our ability to borrow
under existing or future debt agreements or to refinance our debt on favorable terms and our ability to comply with the covenants contained therein, our continued ability to enter into time or voyage charters with existing and new customers and to
re-charter our vessels upon the expiry of the existing charters, changes in our operating and capitalized expenses, our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels, instances of
off-hire (including limitations improved by COVID-19 and/or due to vessel upgrades and repairs), future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards, volatility in our share
price, potential conflicts of interest involving members of our Board of Directors, senior management and certain of our service providers that are related parties, general domestic and international political conditions or events (including “trade
wars”, global public health threats and major outbreaks of disease), changes in seaborne and other transportation, changes in governmental rules and regulations or actions taken by regulatory authorities, and the impact of adverse weather and
natural disasters. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and we disclaim any
intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this communication.
CONTACT DETAILS
For further information please contact:
Petros Panagiotidis
Castor Maritime Inc.
Email: ir@castormaritime.com
Media Contact:
Kevin Karlis
Capital Link
Email: castormaritime@capitallink.com
Exhibit 99.2
November 8, 2022
TO THE SHAREHOLDERS OF CASTOR MARITIME INC.
Enclosed is a Notice of the 2022 Annual Meeting of Shareholders (the “Meeting”) of Castor Maritime Inc. (the “Company”), which will be held at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol,
Cyprus, on December 15, 2022 at 6:00 p.m. local time, Proxy Statement and related materials.
At this Meeting, shareholders of the Company will consider and vote upon proposals:
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To elect one Class B Director to serve until the 2025 Annual Meeting of Shareholders (“Proposal One”);
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To ratify the appointment of Deloitte Certified Public Accountants S.A., as the Company’s independent auditors for the fiscal year of 2022 (“Proposal Two”, and together with Proposal One, the “Proposals “); and
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To transact such other business as may properly come before the Meeting or any adjournment thereof.
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Only holders of record of shares of our common stock, par value $0.001 per share, (the “Common Shares”) and shares of our Series B Preferred Shares, par value $0.001 per share (the “Series B Preferred Shares” and,
together with the Common Shares, the “Shares”) at the close of business on October 17, 2022 will be entitled to vote at the Meeting. Each Common Share then held entitles the holder thereof to one (1) vote and each Series B Preferred Share entitles
the holder thereof to one hundred thousand (100,000) votes on the Proposals. The holders of the Common Shares and the Series B Preferred Shares will vote together on the Proposals as a single class.
Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast by shareholders entitled to vote and voting at the Meeting. Adoption of Proposal Two requires the affirmative vote of a majority
of the votes cast by shareholders entitled to vote and voting at the Meeting. You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN
THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN
THE PROXY STATEMENT.
| Sincerely, | |
| Petros Panagiotidis | |
| Chairman and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 2022
NOTICE IS HEREBY given that the 2022 Annual Meeting of Shareholders (the “Meeting”) of Castor Maritime Inc. (the “Company”) will be held at 6:00 p.m. local time on December 15, 2022, at
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, for the following purposes, of which Items 1, 2 and 3 are more completely set forth in the accompanying Proxy Statement:
| 1. |
To elect one Class B Director to serve until the 2025 Annual Meeting of Shareholders (“Proposal One”);
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To ratify the appointment of Deloitte Certified Public Accountants S.A., as the Company’s independent auditors for the fiscal year of 2022 (“Proposal Two”, and together with Proposal One, the “Proposals”); and
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To transact other such business as may properly come before the Meeting or any adjournment thereof.
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The Board has fixed the close of business on October 17, 2022, as the record date for the determination of the shareholders entitled to receive notice and to vote at the Meeting or any adjournment
thereof.
Only holders of record of shares of our common stock, par value $0.001 per share, (the “Common Shares”) and shares of our Series B Preferred Shares, par value $0.001 per share (the
“Series B Preferred Shares” and, together with the Common Shares, the “Shares”) at the close of business on October 17, 2022 will be entitled to vote at the Meeting. Each Common Share then held entitles the holder thereof to one (1) vote and
each Series B Preferred Share then held entitles the holder thereof to one hundred thousand (100,000) votes on the Proposals. The holders of the Common Shares and the Series B Preferred Shares will vote on the
Proposals as a single class.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN
THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN
THE PROXY STATEMENT.
All shareholders must present a form of personal photo identification in order to be admitted to the Meeting. In addition, if your Shares are held in the name of your broker, bank or other nominee and
you wish to attend the Meeting, you must bring an account statement or letter from the broker, bank or other nominee indicating that you were the owner of the Shares on October 17, 2022.
If you attend the Meeting, you may revoke your proxy and vote in person.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Petros Panagiotidis | |
| Chairman and Chief Executive Officer |
November 8, 2022
Limassol, Cyprus
CASTOR MARITIME INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 2022
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the board of directors of Castor Maritime Inc., a Marshall Islands corporation (the “Company”), for use at the Annual Meeting of Shareholders
to be held at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, at 6:00 p.m. local time on December 15, 2022, or at any adjournment or postponement thereof (the “Meeting”),
for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are expected to be mailed on or about November 8, 2022, to shareholders of the Company
entitled to vote at the Meeting.
VOTING RIGHTS AND OUTSTANDING SHARES
The Board of Directors (the “Board”) has fixed the close of business on October 17, 2022 as the record date (the “Record Date”) for the determination of the shareholders entitled to receive notice and
to vote at the Meeting or any adjournment thereof. The Company had issued and outstanding 94,610,088 common shares, par value $0.001 per share (the “Common Shares”) and 12,000 shares of our Series B Preferred Shares, par value $0.001 per share
(the “Series B Preferred Shares” and, together with the Common Shares, the “Shares”). Each shareholder of record on the Record Date is entitled to one (1) vote for each Common Share and one hundred thousand (100,000) votes for each Series B
Preferred Share then held. The holders of the Common Shares and the Series B Preferred Shares shall vote on the Proposals (as defined below) as a single class. One or more shareholders representing at least one-third of the total voting rights of
the Company present in person or by proxy at the Meeting shall be a quorum for the purposes of the Meeting. The Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy
is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth on the Notice of
Annual Meeting of Shareholders (the “Proposals”).
In the event that a quorum is not present at the Meeting or, even if a quorum is so present, in the event that sufficient votes in favor of the positions recommended by the board of directors on the
proposals described in this Proxy Statement are not timely received, the majority of shares present at the Meeting in person or by proxy shall have the power to adjourn the Meeting. If the Meeting is adjourned for reasons other than a lack of
quorum, no further notice of the adjourned Meeting will be required other than announcement at the Meeting in order to permit further solicitation of proxies.
REVOCABILITY OF PROXIES
A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing with the Secretary of the Company at 223 Christodoulou
Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board consists of three directors. As provided in the Company’s Articles of Incorporation, as amended, the Board has been divided into three classes and each director is elected to serve for a
three-year term. Directors elected to the Board serve until the annual meeting of shareholders three years after their election or until a director’s successor is duly elected. The term of the director in Class B expires at the Meeting. The term
of the director in Class C will expire at the 2023 Annual Meeting of Shareholders and the term of the director in Class A will expire at the 2024 Annual Meeting of Shareholders.
The Board has nominated Dionysios Makris, currently a Class B Director, whose term expires at the Meeting or whenever his successor is duly elected.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the person named in the enclosed proxy intends to vote the shares authorized thereby FOR the election of the
following nominee. It is expected that the nominee will be able to serve, but if before the election it develops that the nominee is unavailable, the person named in the accompanying proxy will vote for the election of such substitute nominee as
the current Board may recommend.
Nominee for Election to the Company’s Board
Information concerning the nominee for director of the Company is set forth below:
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Name
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Age
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Position
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Dionysios Makris
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41
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Director
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Dionysios Makris is a lawyer and a member of the Athens Bar Association since September 2005. Mr. Makris is based in Piraeus, Greece and is licensed to practice law before the
Supreme Court of Greece. He practices mainly shipping, commercial, real estate and company law and has substantial involvement both in litigation as well as in transactional work with the Macris Law Office, where he has worked since September
2011. He holds a Bachelor of Laws degree from the University of Athens and a Master of Arts Degree in International Relations from the University of Warwick, United Kingdom.
Audit Committee. The Board has established an Audit Committee, which is responsible for reviewing the Company’s accounting controls and recommending to the
Board the engagement of the Company’s outside auditors. The Audit Committee currently consists of Georgios Daskalakis and Dionysios Makris.
Required Vote. Approval of Proposal One will require the affirmative vote of a plurality of the votes cast by shareholders entitled to vote and voting at the
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS
SPECIFIED.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board is submitting for ratification at the Meeting the selection of Deloitte Certified Public Accountants S.A. (“Deloitte”) as the Company’s independent auditors for the fiscal year ending
December 31, 2022.
Deloitte has advised the Company that Deloitte does not have any direct or indirect financial interest in the Company, nor has such firm had any such interest in connection with the Company other than
in its capacity as the Company’s independent auditors.
All services rendered by the independent auditors are subject to review by the Audit Committee.
Required Vote. Approval of Proposal Two will require the affirmative vote of the majority of the votes cast by shareholders entitled to vote and voting at the
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE CERTIFIED PUBLIC ACCOUNTANTS S.A. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR OF
2022. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by mail, but shareholders may be solicited by telephone, e-mail, or personal contact.
EFFECT OF ABSTENTIONS
Abstentions will not be counted in determining whether Proposals One or Two have been approved.
OTHER MATTERS
No other matters are expected to be presented for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in
accordance with the judgment of the person or persons named in the proxy.
REPORTS TO SHAREHOLDERS
The Company’s latest annual report to shareholders on Form 20-F (the “Annual Report”) and this Proxy Statement are available on the Company’s website at
www.castormaritime.com. Upon request, and without charge, the Company will furnish each person to whom this Proxy Statement is delivered with a copy of the Annual Report. To request a copy, please call Castor Maritime Inc. at (+357) 25-357-767,
or write to Mr. Petros Panagiotidis at Castor Maritime Inc., 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus.
| By Order of the Board of Directors | |
| Petros Panagiotidis | |
| Chairman and Chief Executive Officer |
November 8, 2022
Limassol, Cyprus
Exhibit 99.3
