SHIP 6-K
Seanergy Maritime Holdings Corp. (SHIP)
6-K
2026-10-02
For: 2026-10-02
View Original
Added on
October 02, 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 October 2026
Commission File Number: 001-34848
SEANERGY MARITIME HOLDINGS CORP.
(Translation of registrant’s name into English)
154 Vouliagmenis Avenue
166 74 Glyfada
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.
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Form 20-F ☒
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Form 40-F ☐
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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the letter to the shareholders of Seanergy Maritime Holdings Corp. (the “Company”), notice, proxy
statement and proxy card for the Company’s 2026 Annual Meeting of Shareholders scheduled to be held on November 4, 2026.
This Report on Form 6-K and the exhibit hereto are hereby incorporated by reference into the Company’s Registration Statements on Form
F-3 (File Nos. 333-280792, 333-253332, 333-238136, 333-166697 and 333-169813).
SIGNATURE
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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SEANERGY MARITIME HOLDINGS CORP.
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By:
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/s/ Stamatios Tsantanis
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Name:
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Stamatios Tsantanis
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Title:
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Chief Executive Officer
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Exhibit 99.1
October 2, 2026
We are an international shipping company specializing in the worldwide seaborne transportation of dry bulk commodities, primarily iron ore, bauxite and coal. Our fleet consists of seventeen
modern-design Capesize vessels and two Newcastlemax vessels with a total transportation capacity of 3.46 million deadweight tons. Upon our upcoming newbuilding deliveries, acquisitions and sale, our fleet is expected to grow to 26 vessels and
approximately 4.8 million deadweight tons. We are a prominent pure-play Capesize shipping company listed in the U.S. capital markets.
Since our 2025 Annual General Meeting, we have continued to capitalize on the strong fundamentals of the Capesize market, delivering robust financial and operating performance. During the first
half of 2026, we achieved record financial results, with net revenues of $97.8 million and net income $35.9 million, while maintaining our consistent capital return policy by extending our dividend track record to 19 consecutive quarters. We also
expanded our fleet renewal program to eight modern vessels, representing an aggregate investment of approximately $591 million, and opened a new source of long-term capital through our debut €100 million corporate bond on Euronext Athens.
Together, these steps are reshaping Seanergy into a larger, younger and more efficient pure-play Capesize company, built to create value for shareholders through the cycle. They reflect our continued focus on fleet modernization and disciplined
capital allocation.
It is our pleasure to invite you to the 2026 Annual Meeting of the shareholders of Seanergy Maritime Holdings Corp. which will be held at our executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada, Greece, on November 4, 2026 at 5:30 p.m. local time.
At the meeting, our shareholders will consider and vote upon proposals to re-elect Ms. Christina Anagnostara as Class B Director, to ratify the appointment of our independent auditors, Deloitte
Certified Public Accountants S.A., for the fiscal year ending December 31, 2026, and will consider any other business properly to be brought before the meeting. These proposals are described in detail in the proxy materials.
As in prior years, the Company is using the internet as its primary means for distributing proxy materials to shareholders. Unless you have requested otherwise, paper copies of our proxy
materials will not be mailed. Instead, we have mailed the enclosed notice containing instructions for accessing the materials online, voting via the internet or telephone, and, if desired, obtaining printed copies. The notice also provides
instructions for consenting to receive future proxy materials electronically saving both cost and reducing the environmental impact.
You are cordially invited to participate – either in person or via the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Even if
you vote by proxy before the meeting, you may still attend the meeting and vote your shares in person.
Your vote is very important to us. Please review the proxy materials and submit your vote promptly to ensure representation at the meeting.
We are deeply grateful for your continued confidence in and investment in Seanergy Maritime Holdings Corp.. On behalf of our management and Board of Directors, we thank you for your unwavering
support.
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Very truly yours,
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Stamatios Tsantanis
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Chairman & Chief Executive Officer
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154 Vouliagmenis Avenue, 16674 Glyfada, Greece
Tel: +30 2130181507– e-mail: [email protected] – www.seanergymaritime.com
SEANERGY MARITIME HOLDINGS CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 2, 2026
NOTICE IS HEREBY given that the Annual Meeting of Shareholders of Seanergy Maritime Holdings Corp. (the “Company”) will be held on
November 4, 2026 at 5:30 p.m. local time, at the Company’s executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada, Greece (the “Meeting”) for the following purposes which are more completely set forth in
the accompanying proxy statement for the Meeting (the “Proxy Statement”):
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To elect one (1) Class B Director, Ms. Christina Anagnostara, to serve until the 2029 Annual Meeting of Shareholders (“Proposal 1”);
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To ratify the appointment of Deloitte Certified Public Accountants S.A. to serve as the Company’s independent auditors for the fiscal year ending December 31, 2026 (“Proposal
2”); and
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To transact any other business as may properly come before the Meeting or any adjournment or postponement thereof.
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The board of directors of the Company (the “Board”) recommends that you vote FOR each of Proposal 1 and Proposal 2.
This notice is being made available to holders of shares of common stock and holders of Series B preferred shares of the Company entitled to vote at the Meeting (collectively,
the “Shareholders”) beginning on or about October 2, 2026.
Adoption of Proposal 1 requires the affirmative vote of a plurality of the votes cast at the Meeting. Adoption of Proposal 2 requires the affirmative vote of a majority of the
votes cast at the Meeting by Shareholders entitled to vote thereon.
The Board has fixed the close of business on September 16, 2026 as the record date for the determination of the Shareholders entitled to receive notice and to vote at the
Meeting or any adjournment or postponement thereof. All Shareholders must present a form of personal official government-issued photo identification in order to be admitted to the Meeting. In addition, if your shares of the Company’s common stock
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 as of September
16, 2026.
If you attend the Meeting, you may vote your shares in person, even if you have previously voted by proxy. If your shares of the Company’s common stock 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 of common stock should speak to their brokers, banks or
other nominees in whose custody their shares are held for additional information.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE READ THE PROXY STATEMENT AND VOTE IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED IN THIS NOTICE.
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 ACCORDANCE WITH THE BOARD’S RECOMMENDATIONS PRESENTED IN THE
PROXY STATEMENT AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting To Be Held on November 4, 2026
This Notice presents only an overview of the more complete proxy materials that are available to you on the internet. We encourage you to access and review all information contained in the proxy
materials before voting.
You may access the following proxy materials at www.proxyvote.com:
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this Notice of Annual Meeting of Shareholders;
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the accompanying letter from our Chairman and Chief Executive Officer;
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the Proxy Statement; and
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the Company’s 2025 Annual Report on Form 20-F.
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If you want to receive a paper or e-mail copy of these documents, you must request one by sending an e-mail to [email protected], calling +1-800-579-1639, or
by making a request online at www.proxyvote.com. There is no charge to you for requesting a copy. Please make your request for a copy on or before October 21, 2026 to facilitate timely delivery. If you request printed versions of these materials
by mail, these materials will also include the proxy card or voting instructions form for the Meeting.
Voting by internet. To vote your proxy via the internet, please go to www.proxyvote.com. Follow the steps outlined on the secure website. Validation information is provided
in the notice card accompanying this Notice. Proxies submitted via the internet must be received by 11:59 PM Eastern Time on November 3, 2026.
Consenting to electronic delivery of future proxy materials. You can help us save significant printing and mailing expenses by consenting to
access proxy materials, including the letter from our Chairman and Chief Executive Officer, Notice of Annual Meeting, Proxy Statement and Annual Report to Shareholders electronically via e-mail or the internet. You can choose this option by
following the instructions at www.proxyvote.com. If you choose to receive your proxy materials electronically, then prior to next year’s Shareholders’ meeting you will receive notification when the proxy materials are available for online review
over the internet, as well as instructions for voting electronically over the internet. Your choice for electronic distribution will remain in effect for subsequent meetings unless you revoke such choice prior to future meetings by revoking your
request online.
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BY ORDER OF THE BOARD OF DIRECTORS
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Stamatios Tsantanis
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Chairman & Chief Executive Officer
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October 2, 2026
Glyfada, Greece
SEANERGY MARITIME HOLDINGS CORP.
154 VOULIAGMENIS AVENUE
16674 GLYFADA
GREECE
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 4, 2026
TABLE OF CONTENTS
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GENERAL
The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Seanergy Maritime Holdings Corp., a Marshall
Islands corporation (the “Company”, “Seanergy”, “we” or “our”), for use at the Annual
Meeting of Shareholders to be held at the Company’s executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada, Greece on November 4, 2026 at 5:30 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 were made available to holders of
shares of common stock and holders of Series B preferred shares of the Company entitled to vote at the Meeting (collectively, the “Shareholders”) beginning on or about October 2, 2026.
VOTING RIGHTS AND OUTSTANDING SHARES
On September 16, 2026 (the “Record Date”), the Company had issued and outstanding 21,667,698 shares of common stock, par value $0.0001
per share (the “Common Shares”) and 20,000 Series B preferred shares, par value $0.0001 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 25,000 votes for each Preferred Share then held provided that no
holder of Preferred Shares may exercise voting rights pursuant to such Preferred Shares that would result in the aggregate voting power of any beneficial owner of such Preferred Shares and its affiliates (whether pursuant to ownership of
Preferred Shares, Common Shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of our shareholders. All issued and outstanding Preferred Shares are held by our Chairman and Chief
Executive Officer, Stamatios Tsantanis, and as a result Mr. Tsantanis will control 49.99% of the votes eligible to be cast on the proposals considered at the Meeting.
All Shareholders must present a form of personal official government-issued photo identification in order to be admitted to the Meeting. In addition, if your Common 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 September 16,
2026.
One or more Shareholders present in person or by proxy at the Meeting, representing one-third of the capital stock of the Company issued and outstanding and entitled to vote
thereat, shall constitute a quorum for the purposes of the Meeting. The Shares represented by 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 Common Shares are listed on the Nasdaq Capital Market under the symbol “SHIP”.
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 at the Company’s executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada,
Greece, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. If your Common 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 Common Shares should speak to their brokers, banks or other nominees in whose custody their shares are held for additional
information.
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Why am I receiving these proxy materials?
The proxy materials include our Notice of Annual Meeting of Shareholders, the accompanying letter from our Chairman and Chief Executive Officer, this Proxy Statement (the “Proxy Statement”) and our 2025 Annual Report on Form 20-F (the “Annual Report”). If you requested printed versions of these materials by mail, these materials also
include the proxy card or voting instructions form for the Meeting. The Board has made these materials available to you in connection with the solicitation of proxies by the Board. The proxies will be used at the Meeting or any adjournment or
postponement thereof. We made these materials available to Shareholders beginning on or about October 2, 2026.
Our Shareholders are invited to attend the Meeting and vote on the proposals described in this Proxy Statement. However, you do not need to attend the Meeting to vote your Shares. Instead, you
may vote by completing, signing, dating and returning a proxy card or by executing a proxy via the internet or by telephone.
How can I access the proxy materials on the Internet?
We are using the internet as the primary means of furnishing this Proxy Statement and our Annual Report to Shareholders.
Accordingly, Shareholders will not receive paper copies of the Proxy Statement or Annual Report unless they have requested them. We instead sent Shareholders our Notice of Annual Meeting of Shareholders (the “Notice”),
which includes instructions (i) for accessing via the internet the Proxy Statement and our Annual Report and (ii) for voting via the internet. The Notice was mailed on or about October 2, 2026. The Notice also provides information on how
Shareholders may obtain paper copies of the Proxy Statement and Annual Report if they so choose. Additionally, you may access the Proxy Statement and Annual Report at www.proxyvote.com.
The Notice also provides you with instructions regarding how to instruct us to send future proxy materials to you electronically by e-mail.
Choosing to receive future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the
environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials
by e-mail will remain in effect until you terminate it.
What am I voting on and what does the Board recommend for each?
You will be voting on each of the following:
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Proposal
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Unanimous Recommendation of the Board
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Company proposal to elect one Class B Director, Ms. Christina Anagnostara, to serve until the 2029 Annual Meeting of Shareholders (“Proposal 1”).
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FOR the Board nominee, Ms. Christina Anagnostara.
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Company proposal to ratify the appointment of Deloitte Certified Public Accountants S.A. as the independent auditors of the Company for the fiscal year ending December 31,
2026 (“Proposal 2”).
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FOR this proposal.
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As of the date of this Proxy Statement, the Board knows of no other matters that will be brought before the Meeting. If you return your signed and completed proxy card or vote by telephone or
over the internet and other matters are properly presented at the Meeting for consideration, the persons appointed as proxies will have the discretion to vote for you.
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What vote is required to adopt each of the proposals?
Adoption of Proposal 1 requires the affirmative vote of a plurality of the votes cast at the Meeting. This means that the nominee receiving the highest number of “FOR” votes will be elected as a Class B director. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting
instructions from its client) will not affect the vote on Proposal 1.
Adoption of Proposal 2 requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of Shares entitled to vote thereon. Abstentions and “broker non-votes” will
not affect the vote on Proposal 2.
Who can vote?
Only Shareholders of record at the close of business on the Record Date may vote, either in person or by proxy, at the Meeting. On the Record Date, we had 21,667,698 Common Shares issued and
outstanding and 20,000 Preferred Shares issued and outstanding. Holders of Common Shares are entitled to one vote for each Common Share held on the Record Date. Holders of Preferred Shares are entitled to 25,000 votes for each Preferred Share
held on the Record Date, provided that no holder of Preferred Shares may exercise voting rights pursuant to such Preferred Shares that would result in the aggregate voting power of any beneficial owner of such Preferred Shares and its affiliates
(whether pursuant to ownership of Preferred Shares, Common Shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of our shareholders. All issued and outstanding Preferred Shares
are held by our Chairman and Chief Executive Officer, Stamatios Tsantanis, and as a result Mr. Tsantanis will control 49.99% of the votes eligible to be cast on the proposals considered at the Meeting.
How do I know if I am a beneficial owner of shares?
If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust, or other similar organization, you are considered the beneficial owner of shares held in “street name” and
the Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “voting instructions form.”
How do I vote?
You may vote using one of the following methods:
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Over the internet. If you have access to the internet, we encourage you to vote in this manner. Refer to your proxy card or voting instruction form for instructions on
voting via the internet and carefully follow the directions.
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By telephone. You may vote by telephone by calling the toll-free number referenced on your proxy card or the notice card accompanying your Notice and following the
recorded instructions. Refer to your proxy card or the notice card accompanying your Notice for validation information. Instructions to vote by telephone are also listed on your proxy card or the voting instructions form.
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By mail. For those Shareholders who request to receive a paper proxy card or voting instruction form in the mail, you may complete, sign and return the proxy card or
voting instructions form by mail using the post-paid envelope provided.
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In person at the Meeting. All Shareholders of record on the Record Date, which is the close of business on September 16, 2026, may vote in person at the Meeting. If you
are a beneficial owner of shares (i.e., your shares are held in “street name” in an account at a brokerage firm, bank, broker dealer or similar organization), you must obtain a legal proxy from such account holding organization and
present it with your ballot to be able to vote at the Meeting. Even if you plan to be present at the Meeting, we encourage you to vote your Shares prior to the Meeting date via the internet, by telephone or by mail in order to record your
vote promptly, as we believe voting this way is more convenient.
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Instructions for voting via the internet, by telephone or by mail are also set forth on the proxy card or voting instructions form. Please follow the directions on these materials carefully.
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Can I change my mind after I vote?
You may change your vote at any time before the polls close at the Meeting. You may do this by using one of the following methods:
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voting again by telephone or over the internet by 11:59 PM Eastern Time on November 3, 2026;
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giving timely written notice to the Secretary of our Company;
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delivering a timely later-dated proxy; or
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voting in person at the Meeting.
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If you hold Common Shares through a broker, bank or other nominee, you may revoke any prior voting instructions by contacting that firm or by voting in person via legal proxy at the Meeting.
How many votes must be present to hold the Meeting?
In order for us to conduct the Meeting, the Shareholders representing at least one-third of the votes eligible to be cast by shares issued and outstanding and entitled to vote at the Meeting as
of the Record Date must be present at the Meeting in person or by proxy. This is referred to as a quorum. Abstentions and broker “non-votes” are counted for purposes of determining the presence or absence of a quorum for the transaction of
business at the Meeting. Your shares will be counted as present at the Meeting if you do one of the following:
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vote via the internet or by telephone;
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return a properly executed proxy by mail (even if you do not provide voting instructions); or
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attend the Meeting and vote in person.
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Even if a quorum is not present at the Meeting, a majority of the total number of votes represented by those Shares present, in person or by proxy, at the Annual Meeting will 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 to permit further solicitation of proxies, other than an announcement at the Meeting, unless a
new record date for the Meeting is set.
What if I return my proxy but do not provide voting instructions?
If you hold your Shares directly in your own name, and you sign and return your proxy card, or vote by telephone or over the internet, but do not include voting instructions, your proxy will be
voted as the Board unanimously recommends on each proposal.
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Set forth below are the names, ages and positions of our current directors and executive officers. Members of the Board are elected annually on a staggered basis, and each
director elected holds office for a three-year term. Officers are elected from time to time by vote of the Board and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is
154 Vouliagmenis Avenue, 166 74 Glyfada, Greece.
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Age
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Position
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Director Class
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Stamatios Tsantanis
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Chairman, Chief Executive Officer & Director
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A (term expires in 2028)
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Stavros Gyftakis
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Chief Financial Officer
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Christina Anagnostara
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Director*
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B (term expires in 2026)
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Elias Culucundis
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Director*
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A (term expires in 2028)
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Dimitrios Anagnostopoulos
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Director*
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C (term expires in 2027)
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Ioannis Kartsonas
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54
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Director*
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C (term expires in 2027)
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*Independent Director
Biographical information with respect to each of our directors and our executive officers is set forth below.
Stamatios Tsantanis has served as a member of our board of directors and our Chief
Executive Officer since October 1, 2012. Under his leadership, the Company has grown into a prominent Capesize dry bulk shipping company with a cargo carrying capacity of approximately 3.5 million dwt, which is expected to increase to
approximately 4.8 million dwt upon completion of the Company’s announced fleet expansion program. He has also served as Chairman of our board of directors since October 1, 2013 and previously served as our Interim Chief Financial Officer from
November 1, 2013 until October 2, 2018. Mr. Tsantanis is also the founder, Chairman, Chief Executive Officer and a member of the board of directors of United Maritime Corporation (Nasdaq: USEA, “United”),
an international shipping company with a cargo carrying capacity of approximately 0.6 million dwt. Mr. Tsantanis has been actively involved in the shipping and finance industry since 1998 and has held senior management positions in prominent
private and public shipping companies, as well as financial institutions. He holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School of City University in London and a Bachelor of Science (BSc) in Shipping
Economics from the University of Piraeus. Mr. Tsantanis also serves in the board of directors of Breakwave Advisors LLC, the commodity trading advisor for the Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF
(NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers. Mr. Tsantanis is a frequent speaker at major shipping conferences worldwide and also a regular guest lecturer at leading international academic institutions in the maritime
sector.
Stavros Gyftakis has served as our Chief Financial Officer since 2018, previously served as Finance Director since
November 2017 and he has been instrumental in the Company’s capital raising, debt financing and refinancing activities since 2017. Mr. Gyftakis is also the Chief Financial Officer and a director on the board of directors of United. He has more
than 20 years of experience in banking and corporate finance with focus on the shipping sector. Mr. Gyftakis has held key positions across a broad shipping finance spectrum, including asset backed lending, debt and corporate restructurings, risk
management, financial leasing and loan syndications. Before joining the Company, he was a Senior Vice President in the Greek shipping finance desk at DVB Bank SE. Mr. Gyftakis received his Master of Science (MSc) in Shipping Trade and Finance
from Bayes Business School (formerly known as Cass Business School) in London with Distinction. He also holds a Master of Science (MSc) in Business Mathematics, awarded with Honors, from the Athens University of Economics and Business and a
Bachelor of Science (BSc) in Mathematics from the Aristotle University of Thessaloniki.
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Christina Anagnostara has been a member of our board of directors since December 2008 and she is a member of the
Company’s Sustainability Committee. She has served as our Chief Financial Officer from November 17, 2008 until October 31, 2013. Since June 2022, Ms. Anagnostara is also a director on the board of directors of United. She has more than 27 years
of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit. Before joining the Company, she served in executive and board positions of publicly listed companies in the
maritime industry and she was responsible for the financial, capital raising and accounting functions. Since 2017 she has been a Managing Director in the Investment Banking Division of AXIA Ventures Group, which is a member of Alpha Bank Group as
of December 16, 2025, and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry. From 2006 to 2008, she served as the Chief Financial Officer and member of the board of
directors of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group. Prior to
EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant.
Elias Culucundis has been a member of our board of directors since our inception, he
is the Chairman and a member of the Company’s Compensation and Nominating Committees and a member of the Company’s Audit Committee. Since 1999, Mr. Culucundis has been the President, Chief Executive Officer and Director of Equity Shipping Company
Ltd., a company specializing in starting, managing and operating commercial and technical shipping projects. Additionally, from 1996 to 2000, he was a Director of Kassian Maritime Shipping Agency Ltd., a vessel management company operating a
fleet of ten bulk carriers. During this time, Mr. Culucundis was also a Director of Point Clear Navigation Agency Ltd, a marine project company. From 1981 to 1995, Mr. Culucundis was a Director of Kassos Maritime Enterprises Ltd., a company
engaged in vessel management. While at Kassos, he was initially a technical Director and eventually ascended to the position of Chief Executive Officer, overseeing a large fleet of Panamax, Aframax and VLCC tankers, as well as overseeing new
vessel building contracts, specifications and the construction of newbuilding vessels. From 1971 to 1980, Mr. Culucundis was a Director and the Chief Executive Officer of Off Shore Consultants Inc. and Naval Engineering Dynamics Ltd. In Off Shore
Consultants Inc. he worked in Floating Production, Storage and Offloading vessel, or FPSO, design and construction and was responsible for the technical and commercial supervision of a pentagon-type drilling rig utilized by Royal Dutch Shell Plc.
Seven FPSOs were designed and constructed that were subsequently utilized by Pertamina, ARCO, Total and Elf-Aquitaine. Naval Engineering Dynamics Ltd. was responsible for purchasing, re-building and operating vessels that had suffered major
damage. From 1966 to 1971, Mr. Culucundis was employed as a Naval Architect for A.G. Pappadakis Co. Ltd., London, responsible for tanker and bulk carrier new buildings and supervising the technical operation of their fleet. He is a graduate of
Kings College, Durham University, Great Britain, with a degree in Naval Architecture and Shipbuilding. He is a member of the Hellenic National Committee of American Bureau of Shipping and he served in the Council of the Union of Greek Shipowners.
Mr. Culucundis is a Fellow of the Royal Institute of Naval Architects and a Chartered Engineer.
Dimitrios Anagnostopoulos has been a member of our board of directors since May 2009
and he is also the Chairman and a member of the Audit Committee and a member of the Company’s Compensation and Nominating Committees. Mr. Anagnostopoulos has over 51 years of experience in Shipping, Ship finance and Bank Management. Mr.
Anagnostopoulos obtained his BSc degree at the Athens University of Economics and Business. His career began in the 1970’s as Assistant Lecturer at the same University followed by four years with the Onassis Shipping Group in Monaco. Mr.
Anagnostopoulos also held various posts at the National Investment Bank of Industrial Development (ETEBA), Continental Illinois National Bank of Chicago, the Greyhound Corporation, and with ABN AMRO, where he spent nearly two decades with the
bank, holding the positions of Senior Vice-President and Head of Shipping. From 2010 to 2024 he was a Board Member in the Aegean Baltic Bank. Since then, he remains an advisor to Aegean Baltic Bank’s management. In September 2023 he was elected
Board Member of the NYSE-listed Dynagas LNG Partners LP. Mr. Anagnostopoulos has been a speaker and panelist in various shipping conferences in Europe, and a regular guest lecturer at the Bayes Business School (formerly known as Cass Business
School) of City University in London, the Athens University of Economics and Business and the ALBA Graduate Business School. He is a member (and ex-vice chairman) of the Association of Banking and Financial Executives of Greek Shipping and an
Associate Member of the Institute of Energy of South East Europe. In 2008 he was named by the Lloyd’s Organization as Shipping Financier of the Year.
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Ioannis Kartsonas has been a member of our board of directors since May 2017 and he is the Chairman and a member of
the Company’s Sustainability Committee. Mr. Kartsonas has also been a member of the board of directors of United since June 2022 and he is the Principal and Managing Partner of Breakwave Advisors LLC, the Commodity Trading Advisor (CTA) for the
Breakwave Dry Bulk Shipping ETF (NYSE: BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET). Mr. Kartsonas has been actively involved in finance and commodities trading since 2000. From 2011 to 2017, he was a Senior Portfolio Manager at
Carlyle Commodity Management, a commodity-focused investment firm based in New York and part of the Carlyle Group, being responsible for the firm’s shipping and freight investments. During his tenure, he managed one of the largest freight futures
funds globally. Prior to this role, Mr. Kartsonas was a Co-Founder and Portfolio Manager at Sea Advisors Fund, an investment fund focused in shipping. From 2004 to 2009, he was the leading Transportation Analyst at Citi Investment Research
covering the broader transportation space, including the shipping industry. Prior to that, he was an Equity Analyst focusing on shipping and energy for Standard & Poor’s Investment Research. Mr. Kartsonas holds an MBA in Finance from the
Simon School of Business, University of Rochester.
No family relationships exist among any of the directors and executive officers.
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Our directors do not have service contracts and do not receive any benefits upon termination of their directorships. The Board has an audit committee, a compensation
committee, a nominating committee and a sustainability committee. The Board has adopted a charter for each of these committees.
Audit Committee
Our audit committee consists of Messrs. Dimitrios Anagnostopoulos and Elias Culucundis. The Board has determined that the members of the audit committee meet the applicable
independence requirements of the SEC and the Nasdaq Stock Market Rules. The Board has determined that Mr. Dimitrios Anagnostopoulos is an “Audit Committee Financial Expert” under the SEC’s rules and the corporate governance rules of the Nasdaq
Stock Market. The audit committee has powers and performs the functions customarily performed by such a committee (including those required of such a committee by Nasdaq and the SEC). The audit committee is responsible for selecting and meeting
with our independent registered public accounting firm regarding, among other matters, audits and the adequacy of our accounting and control systems.
Compensation Committee
Our compensation committee consists of Messrs. Dimitrios Anagnostopoulos and Elias Culucundis, each of whom is an independent director. The compensation committee reviews
and approves the compensation of our executive officers.
Nominating Committee
Our nominating committee consists of Messrs. Elias Culucundis and Dimitrios Anagnostopoulos, each of whom is an independent director. The nominating committee is responsible
for recommending to the Board candidates for election to the Board.
Sustainability Committee
Our sustainability committee was established on December 19, 2022 and it consists of Mr. Ioannis Kartsonas and Ms. Christina Anagnostara, each of whom is an independent
director. The sustainability committee promotes sustainability practices, guides, assists and supervises the Company in developing, articulating, and continuing to evolve, sustainability policies for the Company comprising environmental, social
and governance matters. Additionally, it assesses the Company’s sustainability key risks and opportunities in relation to climate and environmental, social and governance aspects.
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ELECTION OF DIRECTOR
The Board consists of five directorships divided into three classes. As provided in the Company’s Restated Articles of Incorporation, as amended to date, each director is
elected to serve for a three-year term and until such director’s successor is elected and has qualified.
The Board has nominated Ms. Christina Anagnostara, being a Class B Director, for re-election as director for a term expiring at the 2029 Annual
Meeting of Shareholders. Unless the proxy is marked to indicate that such authorization is expressly withheld, the person or persons named in the enclosed proxy intend to vote the shares authorized thereby FOR
the election of the nominee unanimously recommended by the Board: Ms. Christina Anagnostara. 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 or persons
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 Board
Information concerning the nominees for directors of the Company is set forth below:
|
Name
|
Position
|
Director Since
|
Age
|
|
Christina Anagnostara
|
Class B Director
|
2008
|
55
|
Christina Anagnostara has been a member of our board of directors since December 2008 and she is a member of the
Company’s Sustainability Committee. She has served as our Chief Financial Officer from November 17, 2008 until October 31, 2013. Since June 2022, Ms. Anagnostara is also a director on the board of directors of United. She has more than 27 years
of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit. Before joining the Company, she served in executive and board positions of publicly listed companies in the
maritime industry and she was responsible for the financial, capital raising and accounting functions. Since 2017 she has been a Managing Director in the Investment Banking Division of AXIA Ventures Group, which is a member of Alpha Bank Group as
of December 16, 2025, and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry. From 2006 to 2008, she served as the Chief Financial Officer and member of the board of
directors of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group. Prior to
EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant.
Required Vote. The director will be elected on a plurality basis, as provided under the Company’s Fourth Amended and Restated By-Laws.
This means that the director nominee will be elected if the nominee receives the greatest number of votes cast “FOR” his or her election.
Effect of Abstentions and Broker Non-Votes. Abstentions, “WITHHOLD” votes and any broker non-votes will be counted for purposes of
determining whether there is a quorum at the Meeting for this vote but will have no effect on the outcome of the vote other than resulting in the nominee receiving fewer votes cast “FOR” such nominee.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF ITS NOMINEE: MS. CHRISTINA ANAGNOSTARA.
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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board is submitting for ratification at the Meeting the appointment of Deloitte Certified Public Accountants S.A. to serve as the Company’s independent auditors for the
fiscal year ending December 31, 2026.
Deloitte Certified Public 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.
Required Vote. Adoption of Company Proposal 2 requires the affirmative vote of a majority of the votes cast at the Meeting by the holders
of the Shares entitled to vote thereon.
Effect of Abstentions and Broker Non-Votes. Abstentions and broker “non-votes” will not affect the vote on Proposal 2.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE CERTIFIED PUBLIC ACCOUNTANTS S.A. TO SERVE AS THE COMPANY’S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
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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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