Global Ship Lease, Inc 6-K, filed Aug 24, 2022
Global Ship Lease, Inc. (GSL)
6-K
2022-08-24
For: 2022-08-31
View Original
Added on
April 05, 2026
About this 6-K
Global Ship Lease, Inc filed this 6-K on August 24, 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 August 2022
Commission File Number: 001-34153
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Global Ship Lease, Inc.
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(Translation of registrant's name into English)
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c/o Global Ship Lease Services Limited
25 Wilton Road
London SW1V 1LW
United Kingdom
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(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
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 REPORT ON FORM 6-K
Attached as Exhibit 99.1 to this Report on
Form 6-K (this “Report”) is a copy of the notice, proxy statement, and proxy card of Global Ship Lease, Inc. (the “Company”) for the Company’s 2022 Annual Meeting of Shareholders, which is scheduled to be held on September 27, 2022 (the "2022 Annual
Meeting").
Attached as Exhibit 99.2 to this Report is a
copy of a press release of the Company, dated August 24, 2022, announcing that it has scheduled the 2022 Annual Meeting.
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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GLOBAL SHIP LEASE, INC.
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(registrant)
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Dated: August 24, 2022
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By:
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/s/ Ian J. Webber
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Ian J. Webber
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Chief Executive Officer
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Exhibit 99.1
August 18, 2022
TO THE SHAREHOLDERS OF GLOBAL SHIP LEASE, INC.
Enclosed is a notice of the 2022 Annual Meeting of Shareholders (the “Meeting”) of Global Ship Lease, Inc. (the “Company”),
which will be held at the Company’s office at 3-5 Menandrou Str., 14561 Kifisia, Athens, Greece on September 27, 2022 at 6:00 p.m. local time, and related materials.
At the Meeting, shareholders of the Company will consider and vote upon the following proposals:
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To elect two Term II Directors to serve until the 2025 Annual Meeting of Shareholders (“Proposal One”);
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To ratify the appointment of PricewaterhouseCoopers S.A., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022
(“Proposal Two”); 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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Adoption of each of Proposal One and Proposal Two requires the affirmative vote of a majority of the votes cast by
shareholders present in person or by proxy and entitled to vote at the Meeting, provided that a quorum is present at the Meeting. To constitute a quorum, there must be present either in person or by proxy shareholders of record holding at least a
majority of the shares issued and outstanding and entitled to vote at the Meeting. If less than a quorum is present, a majority of those shares present either in person or by proxy will have the power to adjourn the meeting until a quorum is present.
You are cordially invited to attend the Meeting in person.
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 PROPOSALS PRESENTED IN THE PROXY STATEMENT.
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Very truly yours,
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Ian Webber
Chief Executive Officer |
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GLOBAL SHIP LEASE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 27, 2022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 27, 2022
NOTICE IS HEREBY given that the Annual Meeting of Shareholders (the “Meeting”) of Global Ship Lease, Inc. (the “Company”)
will be held at 3-5 Menandrou Str., 14561 Kifisia, Athens, Greece on September 27, 2022 at 6:00 p.m. local time, for the following purposes, of which items one and two are more completely set forth in the accompanying Proxy Statement:
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To elect two Term II Directors to serve until the 2025 Annual Meeting of Shareholders (“Proposal One”);
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To ratify the appointment of PricewaterhouseCoopers S.A., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022
(“Proposal Two”); 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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The board of directors has fixed the close of business on August 2, 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.
To constitute a quorum, there must be present either in person or by proxy shareholders of record holding at least a majority
of the shares issued and outstanding and entitled to vote at the Meeting.
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 PROPOSALS PRESENTED IN THE PROXY STATEMENT.
If you attend the Meeting in person, you will be asked to present photo identification, such as a driver’s license. If you
hold your shares through an account with a brokerage firm, bank or other nominee, you will also be asked to present appropriate proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your bank or broker are
examples of proof of ownership.
If you attend the Meeting and do not hold your shares through an account with a brokerage firm, bank or other nominee, you
may revoke your proxy and vote in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares and revoke your vote, if necessary. If you
want to vote your shares held in street name in person at the meeting, you must bring with you a written proxy in your name from the broker, bank or other nominee that holds your shares.
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BY ORDER OF THE BOARD OF DIRECTORS
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Maria Danezi
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Secretary
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August 18, 2022
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 27, 2022
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FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 27, 2022
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Global Ship Lease, Inc., a Marshall
Islands corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held on September 27, 2022 at 3-5 Menandrou Str., 14561 Kifisia, Athens, Greece at 6:00 p.m. local time, 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 to shareholders of the Company entitled to vote at the
Meeting on or about August 18, 2022.
VOTING RIGHTS AND OUTSTANDING SHARES
On August 2, 2022 (the “Record Date”), the Company had outstanding 36,811,600 Class A common shares, par value $0.01 per
share. Each shareholder of record at the close of business on the Record Date is entitled to one vote for each common share then held. To constitute a quorum, there must be present either in person or by proxy, shareholders representing at least a
majority of the shares issued and outstanding and entitled to vote at 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 Class A common shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “GSL”.
REVOCABILITY OF PROXIES
A shareholder of record 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 a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. If you hold shares in street name, through a brokerage firm, bank or other nominee,
please contact the brokerage firm, bank or other nominee to revoke your proxy.
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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
An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote of a particular
matter. Abstentions are counted as present for the purposes of determining a quorum. Abstentions and broker non-votes will have the effect of voting AGAINST the relevant proposal.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to Be Held on September 27, 2022
for the Shareholder Meeting to Be Held on September 27, 2022
The Notice of Annual Meeting of Shareholders and Proxy Statement are available free of charge at www.globalshiplease.com or at www.edocumentview.com/GSL
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PROPOSAL ONE
ELECTION OF DIRECTORS
The Company has eight directors on its Board, which is divided into three classes, as follows:
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Name
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Current Position
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Yoram Neugeborn
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Term I Director
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Ulrike Helfer
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Term I Director
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Alain Pitner
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Term I Director
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Michael Chalkias
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Term II Director
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George Giouroukos
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Term II Director
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Michael S. Gross
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Term III Director
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Menno van Lacum
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Term III Director
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Alain Wils
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Term III Director
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As provided in the Company’s Amended and Restated Articles of Incorporation, as amended, and Third Amended and Restated
Bylaws, after the initial term, each director is elected to serve for a three-year term and until such director’s successor is duly elected and qualified, except in the event of their death, resignation, removal or earlier termination of his term of
office. The term of our two Term II directors expires at the Meeting. Accordingly, the Board has nominated Michael Chalkias and George Giouroukos, each a current Term II director, for re-election as Term II directors whose terms would expire at the
Company’s 2025 Annual Meeting.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy
intend to vote the shares authorized thereby FOR the election of the following nominees. It is expected that each such nominee will be able to serve, but, if before the election such nominee becomes unavailable, the persons named in the accompanying
proxy will vote for the election of such substitute nominee as the current Board may recommend.
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Nominees for Election to the Company’s Board of Directors
Information concerning the nominee for directors of the Company is set forth below:
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Name
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Age
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Current Position
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Michael Chalkias
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52
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Term II Director
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George Giouroukos
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57
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Term II Director
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Certain biographical information about Messrs. Chalkias and Giouroukos is set forth below.
Michael Chalkias: Mr. Chalkias has been a director since November 2018 when the strategic combination with
Poseidon Containers was completed. He is the Cofounder and Co-Chief Executive Officer of the Prime Marine group, a leading global operator and manager in the seaborne oil and gas transportation space, which has managed more than 100 ships since its
inception, Since March 2018, Mr. Chalkias has also served as non-executive, non-independent director of First Ship Lease Trust (“FSL Trust”), a Singapore-based business trust listed on the Mainboard of the Singapore Exchange Securities Trading
Limited. Mr. Chalkias counts more than 25 years in the shipping industry, during which he has accumulated extensive in-depth knowledge in all aspects of the business and established strong relationships in the sector. Through Prime Marine, he has
invested in many ships, primarily product tankers and gas carriers and has partnered with a number of international banks and US private equity firms. Prior to co-founding Prime Marine’s predecessor in 1999, he was employed by Tufton Oceanic Limited,
a specialized shipping finance and investment firm in London, where he was actively involved with debt and equity instruments as well as structured financing. Mr. Chalkias holds an MSc with Distinction in Shipping, Trade & Finance from the Cass
Business School at the City University of London and a BSc with Honors in Maritime Business and Maritime Law from the University of Plymouth. Mr. Chalkias is considered an “independent director,” as such term is defined in Rule 10A-3 of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE rules.
George Giouroukos: Mr. Giouroukos has been our Executive Chairman since November 2018 when the strategic combination with
Poseidon Containers was completed. He has been involved in Shipping since 1993, when he joined a major Greek shipowning company and worked in various departments. He founded Technomar, an internationally recognized ship management company, in 1994,
where he has served as Managing Director. With over 29 years of experience in the sector, he has negotiated and executed over 370 secondhand and newbuilding ship transactions, creating partnerships with a number of major shipping banks resulting in
co-investment of approximately $360 million in workout transactions. He has also partnered with Private Equity firms to jointly invest in container and dry bulk ships. Mr. Giouroukos serves as the Chairman of the Hellenic Advisory Committee of
International classification society, RINA and holds a Bachelor in Mechanical Engineering from University College London and a Master in Engineering from Brunel University.
Required Vote. Adoption of
Proposal One requires the affirmative vote of a majority of the votes cast by shareholders present in person or by proxy and entitled to vote at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTORS.
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PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board is submitting for ratification at the Meeting the selection of PricewaterhouseCoopers S.A as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2022.
PricewaterhouseCoopers S.A has advised the Company that it does not have any direct or indirect financial interest in the
Company, nor has it had any such interest in connection with the Company during the past three fiscal years other than in its capacity as the Company’s independent registered public accounting firm.
The Audit Committee of the Board has the authority to pre-approve permissible audit-related and non-audit services not
prohibited by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the Audit Committee or entered into pursuant to detailed pre-approval policies and
procedures established by the Audit Committee, as long as the Audit Committee is informed on a timely basis of any engagement entered into on that basis. The Audit Committee has pre-approved services, subject to a detailed pre-approval policy and
procedure established by them and also subject to a limit for all non-audit fees of $100,000 per year.
Required Vote. Adoption of
Proposal Two requires the affirmative vote of a majority of the votes cast by shareholders present in person or by proxy and entitled to vote at the Meeting. Abstentions will have no effect on the outcome of Proposal Two. There are no broker
non-votes for auditor ratification because brokers have discretion to vote on the ratification of the selection of the Company’s independent registered public accounting firm.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS S.A. AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
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WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith files annual reports and other information with the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Commission.
Further information is available at the Company’s website located at http://www.globalshiplease.com. The Company’s Annual
Reports on Form 20-F (including the Company’s Annual Report on Form 20-F that contains the Company’s audited financial statements for the fiscal year ended December 31, 2021), Reports on Form 6-K and other filings with the SEC are available, free of
charge, through its web site, as soon as reasonably practicable after those reports or filings are electronically filed with or furnished to the SEC. Information on the Company’s or the SEC’s web site is not incorporated by reference in this Proxy
Statement and does not constitute a part of this Proxy Statement.
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.
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BY ORDER OF THE BOARD OF DIRECTORS
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Maria Danezi
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Secretary
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August 18, 2022
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Exhibit 99.2
Investor and Media Contact:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438
Global Ship Lease Announces Annual Meeting of Shareholders
LONDON, August 24, 2022 – Global Ship Lease, Inc. (NYSE:GSL) (the “Company”) has scheduled its Annual Meeting of Shareholders for September 27, 2022, at 11:00
a.m. Eastern Time (the “Annual Meeting”). The record date for determining shareholders entitled to participate at the Annual Meeting is August 2, 2022. The business of the Annual Meeting is to elect two Term II Directors to serve until the 2025
Annual Meeting of Shareholders and to ratify the appointment of PricewaterhouseCoopers S.A., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Annual Meeting documentation and instructions
for voting were mailed to all shareholders of record on or about August 18, 2022, and will be furnished to the U.S. Securities and Exchange Commission (the “Commission”) and available on the Commission’s website at www.sec.gov.
About Global Ship Lease
Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and
smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. It
was listed on the New York Stock Exchange in August 2008.
As at August 3, 2022, Global Ship Lease owned 65 containerships, ranging from 1,118 to 11,040 TEU, with an
aggregate capacity of 342,348 TEU. 32 ships are wide-beam Post-Panamax.
Adjusted to include all charters agreed, up to August 3, 2022, the average remaining term of the Company’s
charters as at June 30, 2022, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.6 years on a TEU-weighted basis. Contracted revenue on the same basis
was $1.91 billion. Contracted revenue was $2.14 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.1 years.