Icon Energy Corp 6-K, filed Jan 29, 2026
Icon Energy Corp (ICON)
6-K
2026-01-29
For: 2026-01-29
View Original
Added on
April 07, 2026
About this 6-K
Icon Energy Corp filed this 6-K on January 29, 2026.
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-42174
Icon Energy Corp.
(Translation of registrant’s name into English)
c/o Pavimar Shipping Co.
17th km National Road
Athens-Lamia & Foinikos Str.
14564, Nea Kifissia
Athens, Greece
+30 211 88 81 300
(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:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the notice, proxy
statement, proxy card, and notice and access card of Icon Energy Corp. (the “Company”) for the Company’s 2026 Annual Meeting of Shareholders to be held on February 16, 2026.
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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ICON ENERGY CORP.
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Date: January 29, 2026
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By:
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/s/ Dennis Psachos
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Name:
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Dennis Psachos
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Title:
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Chief Financial Officer
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Exhibit 99.1
TO THE SHAREHOLDERS OF ICON ENERGY CORP.
January 29, 2026
Enclosed is a Notice of the 2026 Annual Meeting of Shareholders (the “Meeting”) of Icon Energy Corp. (the “Company”), which will be held at 17th km National Road, Athens-Lamia & Foinikos Str., 14564, Nea Kifissia, Athens, Greece on February 16, 2026 at 11:00 a.m. local time, the Company’s Proxy Statement, and related materials.
At the Meeting, holders of the Company’s Common Shares and Series B Perpetual Preferred Shares (together, the “Shares”) will consider
and vote upon the following proposals:
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1.
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To elect Evangelos Macris as a Class II Director to serve until the 2029 Annual Meeting of Shareholders (“Proposal One”);
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2.
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To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A., as the Company’s independent auditors for the fiscal year ending December 31, 2026 (“Proposal Two”);
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3.
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To approve amendments to the Company’s Amended and Restated Articles of Incorporation (“AOI”) and Amended and Restated Bylaws (“Bylaws”), to (i) allow for the shares of the Company as per its authorized capital stock to be represented solely in uncertificated form or in any manner required by the rules of the stock exchange
on which such shares may be listed, (ii) allow for shareholders’ written consent in lieu of a meeting unless otherwise required by law and subject to other specific provisions therein, and (iii) incorporate any amendments previously
made, and to authorize the Company’s board of directors (the “Board”) to implement such amendments by filing an application to amend and restate the AOI with the Registrar of Corporations of the
Republic of the Marshall Islands at any time following such approval (“Proposal Three”); and
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4.
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To transact such other business as may properly come before the meeting or any adjournment thereof.
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Provided that a quorum is present, the following is required to adopt the proposals: (1) adoption of Proposal One requires the affirmative vote of a plurality of the votes
cast at the Meeting by the holders of Shares entitled to vote in the election; (2) adoption of Proposal Two requires the affirmative vote of a majority of the votes cast by holders of Shares present in person or represented by proxy and entitled
to vote at the Meeting; and (3) adoption of Proposal Three requires at least two-thirds of the voting power of the total number of Shares issued and outstanding.
To constitute a quorum, there must be present, either in person or by proxy, holders of Shares representing at least one-third of the voting power of the total number of
Shares issued and outstanding and entitled to vote at the Meeting. If less than a quorum is present, holders of Shares representing a majority of the voting power of the 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. If you attend the Meeting, you may revoke your proxy and vote your Shares in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. PLEASE COMPLETE, DATE, SIGN AND
RETURN THE PROXY CARD MAILED TO SHAREHOLDERS, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. 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 YOUR BROKER, BANK
OR OTHER NOMINEE INDICATING THAT YOU WERE THE OWNER OF THE SHARES ON JANUARY 26, 2026.
ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF THE PROPOSALS PRESENTED IN THE PROXY STATEMENT. THE VOTE OF EVERY SHAREHOLDER IS
IMPORTANT AND YOUR COOPERATION WILL BE APPRECIATED.
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Very truly yours, |
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Ismini Panagiotidi
Chief Executive Officer
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ICON ENERGY CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY given that the 2026 annual meeting (the “Meeting”) of the holders of Common Shares and Series B Perpetual Preferred
Shares (together, the “Shares”) of Icon Energy Corp. (the “Company”) will be held at 17th km National Road, Athens-Lamia & Foinikos Str., 14564, Nea Kifissia,
Athens, Greece on February 16, 2026 at 11:00 a.m. local time for the following purposes, which are more completely set forth in the accompanying Proxy Statement:
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1.
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To elect Evangelos Macris as a Class II Director to serve until the 2029 Annual Meeting of Shareholders (“Proposal One”);
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2.
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To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A., as the Company’s independent auditors for the fiscal year ending December 31, 2026 (“Proposal Two”);
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3.
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To approve amendments to the Company’s Amended and Restated Articles of Incorporation (“AOI”) and Amended and Restated Bylaws (“Bylaws”), to (i) allow for the shares of the Company as per its authorized capital stock to be represented solely in uncertificated form or in any manner required by the rules of the stock exchange
on which such shares may be listed, (ii) allow for shareholders’ written consent in lieu of a meeting unless otherwise required by law and subject to other specific provisions therein, and (iii) incorporate any amendments previously
made, and to authorize the Company’s board of directors (the “Board”) to implement such amendments by filing an application to amend and restate the AOI with the Registrar of Corporations of the
Republic of the Marshall Islands at any time following such approval (“Proposal Three”); and
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4.
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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 has fixed the close of business on January 26, 2026 as the record date for the determination of the shareholders entitled to receive this notice and to vote at the
Meeting or any adjournment thereof.
Holders of Shares representing at least one-third of the voting power of the total number of Shares issued and outstanding and entitled to vote at the Meeting, who attend the
Meeting in person or by proxy, shall be a quorum for purposes of the Meeting. If less than a quorum is present, holders of Shares representing a majority of the voting power of the Shares present either in person or by proxy will have the power
to adjourn the Meeting until a quorum is present.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. PLEASE COMPLETE, DATE, SIGN AND
RETURN THE PROXY CARD MAILED TO SHAREHOLDERS, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. 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 YOUR BROKER, BANK
OR OTHER NOMINEE INDICATING THAT YOU WERE THE OWNER OF THE SHARES ON JANUARY 26, 2026.
ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF THE PROPOSALS PRESENTED IN THE PROXY STATEMENT. THE VOTE OF EVERY SHAREHOLDER IS
IMPORTANT AND YOUR COOPERATION WILL BE APPRECIATED.
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BY ORDER OF THE BOARD OF DIRECTORS |
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Kalliopi Kyriakakou
Secretary
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January 29, 2026
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_____________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 16, 2026
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INFORMATION CONCERNING SOLICITATION AND VOTING
General
The proxy is solicited on behalf of the board of directors (the “Board”) of Icon Energy Corp., a Marshall Islands corporation (the “Company”), for use at the 2026 Annual Meeting of holders of Common Shares and Series B Perpetual Preferred Shares of the Company (together, the “Shareholders”) to be held
at 17th km National Road, Athens-Lamia & Foinikos Str., 14564, Nea Kifissia, Athens, Greece on February 16, 2026 at 11:00 a.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.
Voting Rights and Outstanding Shares
On January 26, 2026 (the “Record Date”), the Company had issued and outstanding approximately 2,508,470 Common Shares, par value $0.001
per share and 1,500,000 Series B Perpetual Preferred Shares, par value $0.001 per share (the “Preferred Shares” and, together with the Common Shares, the “Shares”).
Each Shareholder of record at the close of business on the Record Date is entitled to one vote for each Common Share then held and 1,000 votes for each Preferred Share then held. Each Preferred Share counts for 1,000 votes for purposes of
determining quorum at the Meeting. All issued and outstanding Preferred Shares are held by our Chairwoman and Chief Executive Officer, Ismini Panagiotidi, and as a result Mrs. Panagiotidi will control approximately 99.83% of the votes eligible to
be cast on the proposals considered at the Meeting.
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 such Shares on January 26, 2026.
To constitute a quorum, there must be present, either in person or by proxy, Shareholders representing at least one-third of the voting power of the total number of Shares
issued and outstanding and entitled to vote at the Meeting.
The Shares represented by proxy 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 Common Shares are listed on the Nasdaq Capital Market under the symbol “ICON”.
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 a written notice of revocation by a duly executed proxy
bearing a later date and sent to 17th km National Road, Athens-Lamia & Foinikos Str., 14564, Nea Kifissia, Athens, Greece, or by attending the Meeting and voting in person. If your Shares are held in the name of your broker, bank or other
nominee and you intend to vote in person at the Meeting, you must present a legal proxy from your bank, broker or other nominee in order to vote. Holders of Shares should speak to their brokers, banks or other nominees in whose custody their
Shares are held for additional information.
Effect of Abstentions
An “abstention” occurs when a Shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter (other than the election of directors
for which the choice is limited to “for” or “withhold”). Abstentions are counted as present for purposes of determining a quorum. Abstentions will not be counted in determining whether Proposal Two has been approved. Abstentions will have the
effect of voting AGAINST Proposal Three.
Solicitation
The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by electronic submission or mail, but Shareholders may be
solicited by telephone, e-mail, or personal contact.
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PROPOSAL ONE
ELECTION OF DIRECTORS
The Company currently has three directors divided into three classes. As provided in the Company’s Amended and Restated Articles of Incorporation, each director is elected to
serve for a three-year term and until such director’s successor is elected and has qualified. The term of the Company’s Class II Director expires at the Meeting.
The Board has nominated Evangelos Macris, currently a Class II 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 persons named in the proxy intend to vote the Common Shares authorized in said proxy
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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Evangelos Macris
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74
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Class II Director
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Evangelos Macris. Mr. Evangelos Macris has served as a director since our
initial public offering in July 2024. Mr. Macris has a professional track record spanning over four decades, specializing in shipping law, corporate law, banking, finance, and energy related matters. Mr. Macris has practiced law since 1978 and is
the founding partner of Evangelos S. Macris Law Office, a Piraeus-based reputable law firm focusing on shipping. Throughout his career, he has served as member of the board, offered his counsel, and advised a number of esteemed companies. Mr.
Macris is a member of the Bar Association of Athens, holds a bachelor’s degree in Economics and Political Science from the Panteion University of Athens, a Law Degree from the University of Athens, and a post graduate degree in Shipping Law from
the University College, University of London.
Required Vote. Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Meeting by the
Shareholders entitled to vote in the election. Cumulative voting shall not be used to elect directors.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, SIGNED PROXIES RECEIVED BY MANAGEMENT WILL BE
VOTED IN FAVOR OF THE PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED.
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PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board is submitting for ratification at the Meeting the selection of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors
for the fiscal year ending December 31, 2026.
Ernst & Young (Hellas) Certified Auditors Accountants S.A. has advised the Company that the firm 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 during the past three fiscal years.
All services rendered by the independent auditors are subject to review by the Audit Committee of the Board.
Required Vote. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast by Shareholders present in
person or represented by proxy and entitled to vote at the Meeting.
Effect of abstentions. Abstentions will not be counted in determining whether Proposal Two has been approved.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026. UNLESS REVOKED AS PROVIDED ABOVE, SIGNED PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
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PROPOSAL THREE
APPROVAL OF AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION AND AMENDED AND RESTATED BYLAWS
General
The Board has approved, and is hereby soliciting shareholder approval of
amendments to the Company’s Amended and Restated Articles of Incorporation (the “AOI”) and Amended and Restated Bylaws (the “Bylaws”) in substantially the forms
attached hereto as Exhibit A and Exhibit B respectively, to (i) allow for the shares of the Company as per its authorized capital stock to be represented solely in uncertificated form or in any manner required by the rules of the
stock exchange on which such shares may be listed, (ii) allow for shareholders’ written consent in lieu of a meeting unless otherwise required by law and subject to other specific provisions therein, and (iii) incorporate any amendments
previously made (each, an “Amendment”). A vote FOR Proposal Three will constitute approval of the Amendments and will grant the Board or any duly constituted committee thereof, the authority to file an
application to amend and restate the AOI with the Registrar of Corporations of the Republic of the Marshall Islands and the instruction to amend and restate the Bylaws, at any time after the approval of the Proposal.
The proposed Amendments to the AOI will be, if approved and by their terms, effective as of the business day after filing with the Registrar of Corporations of the Republic of
the Marshall Islands, or such other date as the Registrar of Corporations of the Republic of the Marshall Islands shall determine. The proposed Amendment to the Company’s AOI will be substantially in the form attached to this Proxy Statement as Exhibit
A. The proposed Amendments to the Bylaws will be, if approved, effective upon the Board’s amendment and restatement of the term therein. The proposed Amendment to the Company’s Bylaws will be substantially in the form attached to this Proxy
Statement as Exhibit B.
Background and Reasons for the Proposal
Uncertificated Shares. As currently drafted, Article VI, Section 1 of the Amended and Restated Bylaws provides that the shares of the
Company may be represented by certificates in a form meeting the requirements of law and approved by the Board. However, shares in certificated form are traditionally used for non-listed entities with limited number of shareholders where
shareholders often evidence their ownership rights by means of certificated shares. In sharp contrast, since the Company Common Shares is listed on the Nasdaq Capital Market the parallel existence of certificated and uncertificated shares creates
certain risks, such as that of physical loss, theft, or damage, which make replacing certificated shares costly and time-consuming. Furthermore, shares in certificated form create high administration costs, barrier to open market trading, and
involve higher costs for transfer. With the proposed Amendment, the Company aims to further modernize its operation in line with good corporate governance practice as uncertificated shares allow for faster, electronic trading and transfer,
eliminate risks of theft or loss, and streamline record-keeping through digital, centralized systems and reduce administrative costs and burdens.
Written Consent. As currently drafted, Article V, Section 5.2 of the Amended and Restated Articles of Incorporation provides that no
action required to be taken or which may be taken at any annual or special meeting of shareholders of the Company may be taken without a meeting and the power of shareholders to consent in writing to the taking of any action is specifically
denied. In effect, the shareholders of the Company have no right to act by written consent in lieu of a meeting and any shareholder vote at any time other than during an annual meeting of stockholders requires the Company to convene a special
meeting of shareholders even where shareholders holding the requisite voting power have already expressed their approval in writing; an outcome that serves no practical or governance purpose. Article V, Section 5.2 therefore acts as a bar to the
efficient governance practices that might otherwise be available to the shareholder franchise. Allowing shareholders to vote by written consent in lieu of a meeting would also act as a cost-saving mechanism, saving the Company the expense of
proxy solicitation for matters requiring a stockholder vote which occur between annual meetings.
Voting
Required Vote. Approval of Proposal Three requires the affirmative vote of at least two-thirds of the voting power of the total number
of Shares issued and outstanding.
Effect of abstentions. Abstentions will have the effect of a vote AGAINST approval of the Proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION AND AMENDED AND
RESTATED BYLAWS TO (I) ALLOW FOR THE SHARES OF THE COMPANY AS PER ITS AUTHORIZED CAPITAL STOCK TO BE REPRESENTED SOLELY IN UNCERTIFICATED FORM OR IN ANY MANNER REQUIRED BY THE RULES OF THE STOCK EXCHANGE ON WHICH SUCH SHARES MAY BE LISTED, (II)
ALLOW FOR SHAREHOLDERS’ WRITTEN CONSENT IN LIEU OF A MEETING UNLESS OTHERWISE REQUIRED BY LAW AND SUBJECT TO OTHER SPECIFIC PROVISIONS THEREIN, AND (III) INCORPORATE ANY AMENDMENTS PREVIOUSLY MADE. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES
RECEIVED BY THE MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
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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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Kalliopi Kyriakakou |
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January 29, 2026
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EXHIBIT A
If Proposal Three is adopted by the affirmative vote of at least two-thirds of the voting power of the total number of Shares issued and outstanding, an application to amend
and restate the AOI will be filed by the Board, or any duly constituted committee thereof, with the Registrar of Corporations of the Republic of the Marshall Islands to amend Article V, Section 5.2 of the AOI as follows:
“Action by Shareholders. Any action required or permitted to be taken by the shareholders of the Corporation may be affected at a duly
called annual or special meeting, of the shareholders of the Corporation. Meetings of shareholders may be held within or without the Republic of the Marshall Islands, as the Bylaws may provide. Unless otherwise required by law and subject to
other specific provisions contained in these Amended and Restated Articles of Incorporation, any action which may be taken at a meeting may be taken without a meeting and without prior notice if a consent or consents in writing setting forth the
action so taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting in accordance with the applicable voting standards set forth in
either the Amended and Restated Articles of Incorporation or Amended and Restated Bylaws.”
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EXHIBIT B
If Proposal Three is adopted by the affirmative vote of at least two-thirds of the voting power of the total number of Shares issued and outstanding, the Board will amend
Article VI, Section 1 of the Bylaws as follows:
“Form and Issuance: The shares of the Corporation may solely be represented in uncertificated form or in any manner required by the rules of the stock exchange on
which the shares of the Corporation may be listed.”
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