Performance Shipping Inc 6-K, filed Sep 15, 2023
Performance Shipping Inc. (PSHG)
6-K
2023-09-15
For: 2023-09-15
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Added on
April 07, 2026
About this 6-K
Performance Shipping Inc filed this 6-K on September 15, 2023.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September 2023
Commission File Number: 001-35025
PERFORMANCE SHIPPING INC.
(Translation of registrant's name into English)
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece
(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 ☐
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 Exhibit 99.1 is a statement disclosed today by Performance Shipping Inc. in response to the intent to nominate a director
candidate, the proposals and the books and records demand made by Sphinx Investment Corp.
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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PERFORMANCE SHIPPING INC.
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(Registrant)
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Dated: September 15, 2023
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/s/ Andreas Michalopoulos
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By: Andreas Michalopoulos
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Chief Executive Officer
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Performance Shipping Inc. today disclosed the following statement in response to the intent to nominate a director candidate, the proposals and the books and records
demand made by Sphinx Investment Corp.:
Performance Shipping regularly engages with investors and is open minded with respect to value creation opportunities. In that light, we are deeply
concerned by the actions taken by Sphinx and its principal George Economou.
Over the last several weeks, Sphinx stealthily took a large position in our stock and has proceeded with increasingly
aggressive actions towards the Company, including demanding to somehow eliminate the rights of a broadly-held class of shares, seeking to change our corporate structure, nominating a director candidate to our Board, proposing to remove other
directors and demanding a review of our books and records. To date, we have responded promptly, noting our disagreement with Sphinx’s baseless allegations.
Sphinx has done all of this without stating their intentions. We are open to engaging with Sphinx and Mr. Economou as we would with any shareholder.
However, given they have taken these steps without being clear about their goals and while hiding behind their lawyers, we can only assume the worst.
Mr. Economou’s record of destroying shareholder value and enriching himself through self-dealing and poor corporate governance speaks for itself. We
note that the nominee proposed by Sphinx, John Liveris, has aided Mr. Economou in some of his most egregious transactions, including at Ocean Rig and OceanFreight.
Nonetheless, we stand by to engage constructively with Sphinx to better understand their intentions and our Board will review their proposals and
nominees through our normal corporate practices and standards. Assuming the relevant legal requirements are satisfied, our shareholders will have the opportunity to vote on Sphinx’s nomination and proposals at our 2024 annual meeting of
shareholders.
It is important to understand that Performance Shipping is building a strong company with significant growth and value creation opportunities. Our
Board of Directors comprises highly qualified directors, the majority of whom are independent and all of whom are committed to exercising their business judgment and acting in accordance with their fiduciary duties to the benefit of the Company and
all shareholders.
In light of our relatively small market capitalization and to ensure shareholders have the opportunity to realize the full upside potential of their
investments in our Company, we established our corporate structure with a classified Board to protect against the types of coercive and hostile actions we are seeing from Sphinx.
Our Board will continue to take actions that are in the best interests of the Company and all of our shareholders.
The Performance Shipping Board will review the proposals and director nominee and will present its formal recommendations in the Company’s proxy
statement, which will be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at the Company’s 2024 annual meeting of shareholders. The annual meeting has not yet been scheduled. The Board will also
address the books and records request as appropriate.
Performance Shipping shareholders do not need to take any action at this time.
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections
for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements regarding Sphinx’s investment in the Company and the
Company’s response thereto, and statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including with respect
to the delivery of the vessel we have agreed to acquire.
The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,” “targets,” “likely,” “would,”
“could,” “seeks,” “continue,” “possible,” “might,” “pending” and similar expressions, terms or phrases may 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 expectations, beliefs, or projections.
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, but are not limited to: the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in
the tanker shipping industry, changes in the supply of vessels, changes in worldwide oil production and consumption and storage, changes in our operating expenses, including bunker prices, crew costs, drydocking and insurance costs, our future
operating or financial results, availability of financing and refinancing including with respect to vessels we agree to acquire, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political conditions, the length and severity of epidemics and pandemics, including the ongoing outbreak of the novel coronavirus (COVID-19) and its impact on the demand for seaborne
transportation of petroleum and other types of products, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political
conditions or events, including “trade wars”, armed conflicts including the war in Ukraine, the imposition of new international sanctions, acts by terrorists or acts of piracy on ocean-going vessels, potential disruption of shipping routes due to
accidents, labor disputes or political events, vessel breakdowns and instances of off-hires and other important factors. Please see our filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks
and uncertainties.