SEANERGY MARITIME HOLDINGS CORP.
Sphinx Investment Corp. (“Sphinx”), a company controlled by George Economou (“Economou”), a shipowner and competitor
of ours, has provided notice of its intent to nominate two nominees for election as directors at the Meeting in opposition to the nominees recommended by the Board and to submit the advisory declassification and “no-confidence” proposals included
on the enclosed proxy card as Proposals 3, 4A, 4B and 4C (the “Sphinx/Economou Proposals”). You may receive solicitation materials from Sphinx, including proxy statements and proxy cards.
The Company is not responsible for the accuracy or completeness of any information provided by or relating to Sphinx or its nominees contained in solicitation materials filed or disseminated by or
on behalf of Sphinx or any other statements Sphinx may make.
As set forth in more detail below, the Board does not endorse the Sphinx/Economou nominees or the Sphinx/Economou Proposals, which seek to facilitate the replacement of the entire
Board with the nominees of Sphinx, a single shareholder controlled by Economou, a shipowner and competitor of ours. In coming to this conclusion, the Nominating Committee of the Board and the Board have carefully reviewed the Sphinx/Economou
nominees and proposals and made the following determinations:
The Company is delivering substantial outperformance under the leadership of its Board, including its highly-qualified and independent nominees. Facilitating Sphinx and Economou’s
objective of replacing the Board and gaining effective control of the Board by electing their nominees and approving their proposals calling for the resignation of the remaining directors, as well as the declassification of the Board, risks
disrupting the execution of the Company’s current strategy which is generating strong results and which the Board believes is well-suited to capitalize on favorable trends in the Capesize market.
The Board has therefore unanimously determined that the Sphinx/Economou nominees and proposals are not in the best interests of the Company and its shareholders, does NOT endorse any of the Sphinx/Economou nominees or proposals, and unanimously recommends that you NOT vote for the
Sphinx/Economou nominees or proposals and that you do NOT return any proxy card sent to you by Sphinx. The Board unanimously recommends that you vote “FOR”
its nominees on the enclosed WHITE proxy card. Additionally, the Board unanimously recommends that you vote “AGAINST” the Sphinx/Economou Proposals (Proposals 3, 4A, 4B and 4C on the enclosed WHITE
proxy card). If you have previously submitted a proxy card sent to you by Sphinx, you can revoke that proxy and vote “FOR” our Board’s nominees and on the other matters to be voted on at the Meeting
by signing, dating and mailing the enclosed WHITE proxy card in the envelope provided. Only your latest dated proxy will be counted.
Each proposal for which the Board is soliciting your proxy is described in more detail in this proxy statement. We strongly encourage you to read the accompanying proxy statement
carefully and to use the enclosed WHITE proxy card to vote “FOR” the Board’s nominees, and in accordance with the Board’s recommendations on the other proposals, as soon as possible. You may vote
your shares by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the Meeting in person. For your convenience, you may also vote your shares via the Internet
or by a toll-free telephone number by following the instructions on the enclosed WHITE proxy card. Please see below for more information.
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 19,
2024.
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 election of the Company’s nominees
(Proposal 1 on the enclosed WHITE proxy card), “FOR” the ratification of the appointment of Deloitte Certified Public Accountants S.A. as our independent auditors (Proposal 2 on the enclosed WHITE
proxy card) and “AGAINST” all Sphinx/Economou Proposals (Proposals 3, 4A, 4B and 4C on the enclosed WHITE proxy card).
The Common Shares are listed on the Nasdaq Capital Market under the symbol “SHIP”.
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.
The proxy materials include our Notice of Annual Meeting of Shareholders, this Proxy Statement (the “Proxy Statement”) and our 2023 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
September 30, 2024.
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.
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3. Sphinx/Economou Proposal: advisory proposal to request the declassification of
the Board (“Proposal 3”).
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AGAINST this proposal.
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4A. Sphinx/Economou Proposal: advisory proposal to request the resignation of Board member Mr. Stamatios Tsantanis. (“Proposal 4A”).
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AGAINST this proposal.
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4B. Sphinx/Economou Proposal: advisory proposal to request the resignation of Board member Ms. Christina Anagnostara. (“Proposal 4B”).
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AGAINST this proposal.
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4C. Sphinx/Economou Proposal: advisory proposal to request the resignation of Board member Mr. Elias Culucundis. (“Proposal 4C”).
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AGAINST 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.
Have other candidates been nominated for election at the annual meeting in opposition to the Board’s nominees?
Yes. Sphinx notified the Company of its intent to nominate two (2) candidates for election as directors at the annual meeting in opposition to the nominees recommended by the Board. The Board does
NOT endorse the Sphinx/Economou nominees as it believes that they are underqualified and will NOT serve the interest of all shareholders.
The Board unanimously recommends that you vote “FOR” the nominees proposed by the Board using the WHITE proxy card accompanying this Proxy Statement
and NOT vote for Sphinx’s director nominees or return any proxy card sent to you by Sphinx.
What vote is required to adopt each of the proposals?
Company Proposals:
Adoption of Proposal 1 requires the affirmative vote of a plurality of the votes cast at the Meeting. This means that the two nominees receiving the highest number of “FOR” votes will be elected as Class C directors. 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.
Sphinx/Economou Proposals:
Adoption of Proposal 3 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 3.
Adoption of Proposal 4A 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 4A.
Adoption of Proposal 4B 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 4B.
Adoption of Proposal 4C 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 4C.
What does it mean if I receive more than one proxy card?
Many of our shareholders hold their shares in more than one account and may receive separate proxy cards or voting instructions forms for each of those accounts. If you receive more than one WHITE
proxy card, your shares are registered in more than one name or are registered in different accounts. Please sign, date and return or otherwise submit your proxy with respect to each WHITE proxy card to ensure that all of your shares
are voted.
Additionally, please note that Sphinx has stated its intention to put its nominees and proposals before the Meeting. If Sphinx proceeds with its nominations and proposals, you may receive proxy
solicitation materials from Sphinx, including an opposition proxy statement and Sphinx’s proxy card. The Board unanimously recommends that you disregard and do NOT return any proxy
card you receive from Sphinx.
Voting to “WITHHOLD” with respect to any Sphinx nominee on a proxy card sent to you by Sphinx is NOT the same as voting for the Board’s nominees
because a vote to “WITHHOLD” with respect to any Sphinx nominee on its proxy card will revoke any proxy you previously submitted.
If you have already voted using Sphinx’s proxy card, you have every right to change your vote and revoke your prior proxy by signing and dating the enclosed WHITE proxy card and
returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only the latest dated proxy you submit will be counted. If you have any
questions or need assistance in voting, please contact our proxy solicitor, MacKenzie Partners, by phone at +1-800-322-2885 (toll-free), +1-800-000-0260 (toll-free from Greece), or +1-212-929-5500 (toll), or by email at Seanergy@mackenziepartners.com
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 20,611,924 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.
What is the difference between holding shares as a beneficial owner in street name and as a shareholder of record?
Without your voting instructions, because of the contested nature of the proposals, to the extent your broker, bank, trustee or other nominee provides you with Sphinx’s proxy materials, your
broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or on any of the other proposals on the agenda for the Meeting. Even if your broker, bank, trustee or other nominee does not
provide you with Sphinx’s proxy materials, without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals considered to be routine matters. The only routine matter being considered at the
meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). All other proposals are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific
voting instructions. We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by filling out and returning the enclosed WHITE proxy card.
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.”
What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares?
Without your voting instructions, because of the contested nature of the proposals, to the extent your broker, bank, trustee or other nominee provides you with Sphinx’s proxy materials, your
broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or on any of the other proposals on the agenda for the Meeting. Even if your broker, bank, trustee or other nominee does not
provide you with Sphinx’s proxy materials, without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals considered to be routine matters. The only routine matter being considered at the
meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). All other proposals are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific
voting instructions. We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by filling out and returning the enclosed WHITE proxy card.
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 the proxy card or voting instruction form and following the recorded instructions.
Refer to the proxy card for validation information.
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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 19, 2024, 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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If you have any questions or need assistance in voting, please contact our proxy solicitor, MacKenzie Partners, by phone at +1-800-322-2885 (toll-free), +1-800-000-0260 (toll-free from Greece), or
+1-212-929-5500 (toll), or by email at Seanergy@mackenziepartners.com
The Board strongly urges you to discard and NOT vote using any other proxy card sent to you by Sphinx.
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, 2024;
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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.
If you have already voted using any other proxy card sent to you by Sphinx, you have every right to change your vote and we strongly urge you to revoke that
proxy by voting in favor of ONLY the Company’s nominees, Mr. Dimitrios Anagnostopoulos and Mr. Ioannis Kartsonas, by marking, signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided or following the
instructions on your WHITE proxy card to vote via the Internet. Only the latest validly executed proxy that you submit will be counted - any proxy may be revoked at any time prior to its exercise at the annual 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.
What should I do with any other proxy cards sent to me by Sphinx?
Sphinx notified the Company of its intent to nominate two (2) candidates for election as directors at the Meeting in opposition to the nominees unanimously recommended by the Board. The nomination
made by Sphinx has NOT been endorsed by the Board. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Sphinx or its nominees contained in
solicitation materials filed or disseminated by or on behalf of Sphinx or any other statements Sphinx may make.
We strongly urge you to disregard any materials, including any other proxy card, that may be sent to you by Sphinx. We urge you instead to vote in favor of
ONLY the Company’s nominees Mr. Dimitrios Anagnostopoulos and Mr. Ioannis Kartsonas by marking, signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided or following the instructions on
your WHITE proxy card to vote via the Internet. Only the latest validly executed proxy that you submit will be counted. Any proxy may be revoked at any time prior to its exercise at the annual meeting by following the instructions above under
“Can I change my mind after I vote?”. You may also revoke any previously submitted proxy by attending the annual meeting and voting your shares at the annual meeting. If you have any questions or require any assistance with voting your shares,
please contact our proxy solicitor, MacKenzie Partners, Inc. (“MacKenzie Partners”), by phone at +1-800-322-2885 (toll-free), +1-800-000-0260 (toll-free from Greece), or +1-212-929-5500 (toll), or by
email at Seanergy@mackenziepartners.com
BACKGROUND TO THE SOLICITATION
On November 24, 2023, Sphinx and Economou filed an initial Schedule 13D (the “Initial Schedule 13D”) reporting beneficial ownership of 5.7% of the Company’s shares of common
stock and disclosing that they “expect to enter into discussions with directors and officers of [Seanergy]” or others in connection with their investment in Seanergy. However, no communication between representatives of Sphinx or Economou and
any representative of the Company in connection with Sphinx’s investment in or its plans and purposes regarding the Company occurred at any point prior to or around the filing of the Initial Schedule 13D.
According to the Initial Schedule 13D, Sphinx and Economou began acquiring shares of the Company’s common stock in August 2023.
On December 5, 2023, Sphinx and Economou filed an amendment to their Initial Schedule 13D, disclosing that they had increased their beneficial ownership to 6.7% of the Company’s
shares of common stock.
On December 13, 2023, Sphinx and Economou filed a second amendment to their Initial Schedule 13D reporting beneficial ownership of 7.2% of the Company’s shares of common stock,
disclosing concerns regarding the management and oversight of the Company, including concerns they now have regarding the December 2021 issuance of the Company’s Series B Preferred Shares, and disclosing their intent to nominate candidates for
election to the Company’s board of directors.
In December 2023 and January 2024, Sphinx and Economou filed additional amendments to their Initial Schedule 13D reporting increases in the beneficial ownership of shares of the
Company’s common stock.
On February 7, 2024, following a meeting of the Union of Greek Shipowners, Stamatios Tsantanis, the Company’s Chairman and Chief Executive Officer, approached Mr. Economou and
introduced himself. Mr. Economou and Mr. Tsantanis agreed to speak regarding the Company in the coming days.
On February 12, 2024, Mr. Tsantanis texted Mr. Economou, initiating a brief telephone conversation in which Mr. Economou and Mr. Tsantanis discussed market conditions and Mr.
Economou inquired regarding the mechanics of the Company’s at-the-market offering and share repurchase program. The call ended after a few minutes with Mr. Economou stating that he had another engagement but would call Mr. Tsantanis in the
coming days to continue their discussion, which Mr. Tsantanis agreed to. No follow-up call was ever made by Mr. Economou.
On March 6, 2024, without prior notice of its intent to initiate litigation, Sphinx commenced a lawsuit against the Company and all of its directors, including Mr. Tsantanis,
in the High Court of the Republic of the Marshall Islands seeking, among other things, a declaration voiding and canceling the Series B Preferred Shares of the Company held by Mr. Tsantanis. An unsigned copy of the complaint was included as an
exhibit to amendment number 5 to the Initial Schedule 13D filed on March 5, 2024, which also reported beneficial ownership by Sphinx and Economou of 9.5% of the Company’s shares of common stock.
On May 20, 2024, a news article quoted Mr. Economou stating that his goal in recently acquiring stakes in Seanergy and three other shipping companies is “to make money,”
referring approvingly to a recent settlement agreement he reached with OceanPal Inc., one of these shipping companies, and implying, inaccurately, that he had approached Seanergy but Seanergy “didn’t want to talk.”
Between May 23, 2024 and May 28, 2024, the Board determined that any discussions between the Company and representatives of Sphinx should take place through counsel, in light of
the ongoing litigation, and the Company’s outside litigation counsel spoke with Sphinx’s litigation counsel to inquire whether Sphinx had an interest in exploring a resolution of the litigation. Sphinx indicated that to the extent settlement
discussions were to occur, they should proceed through a direct discussion between the principals, while the Company’s counsel conveyed the Company’s view that any such discussions should take place through counsel.
On May 31, 2024, the Company received from Sphinx’s legal counsel notice of Sphinx’s intent to nominate two individuals for election to the Board and bring precatory
declassification and no-confidence proposals before the Meeting.
Also on May 31, 2024, the Company issued a statement disclosing its receipt of Sphinx’s director nominations and proposals. The press release also described the Company’s
business strategy and noting that the Company had sought to engage constructively with Mr. Economou, but that he had not engaged meaningfully or articulated any new ideas for the Company.
On June 3, 2024, despite not having responded regarding the Company’s litigation counsel’s communication on May 28, 2024, Sphinx issued a press release alleging, inaccurately,
that Mr. Tsantanis had refused multiple requests to speak directly with Mr. Economou and including other inflammatory comments.
On June 17, 2024, a representative of Watson Farley & Williams LLP (“WFW”), the Company’s legal counsel, contacted Sphinx’s counsel by email seeking to arrange interviews
with Sphinx’s nominees by the Company’s Nominating Committee (the “Nominating Committee”), and also reiterated the Company’s willingness to enter into discussions with Mr. Economou through counsel as conveyed in the Company’s litigation
counsel’s communication to Sphinx’s counsel on May 28, 2024.
Between June 17, 2024 and July 12, 2024, WFW sent multiple emails to Sphinx’s counsel proposing dates in July on which the Nominating Committee would be available for interviews
with Sphinx’s nominees. In the absence of a reply from Sphinx’s counsel, on July 12, 2024 WFW proposed by email that the Nominating Committee would contact the nominees directly, to which Sphinx’s counsel replied by email on July 13, 2024 that
the Company and WFW did not have permission to contact Sphinx’s nominees and cited, among other things, the ongoing litigation initiated by Sphinx as a reason that Sphinx was refusing to make its nominees available for interviews with the
Nominating Committee.
On July 19, 2024, Mr. Tsantanis encountered Mr. Economou in a public place and the two engaged in a brief conversation. During the conversation, Mr. Tsantanis asked Mr. Economou
what his purpose was in commencing litigation and a proxy contest against the Company, and Mr. Economou replied that his purpose was to make money and referred to the settlement he had reached with OceanPal Inc. including a payment to Mr.
Economou of $6.75 million. Mr. Tsantanis reminded Mr. Economou that he had initiated a discussion directly with Mr. Economou in February 2024 which Mr. Economou did not pursue before commencing litigation and any private informal discussions
should not take place due to the litigation that Mr. Economou chose to initiate. Mr. Tsantanis reiterated that the Board had determined that, in light of the ongoing litigation, any discussions should be conducted through counsel. The
conversation ended after a few minutes as Mr. Economou refused Mr. Tsantanis’ request for future discussions on these terms.
In August and September 2024, the Nominating Committee of the Board held several meetings, including a meeting at which WFW was present, at which the Sphinx/Economou Proposals
were considered and the nomination notice provided by Sphinx and publicly-available information regarding Sphinx’s nominees were reviewed.
In September 2024, the Nominating Committee unanimously determined that the shareholder nominees are underqualified compared to the Company’s nominees and that the
Sphinx/Economou Proposals are not in the best interests of the Company and its shareholders, and therefore did not endorse any of the Sphinx/Economou Proposals and unanimously recommended to the Board not to nominate the Sphinx nominees and to
nominate the incumbent directors Mr. Dimitrios Anagnostopoulos and Mr. Ioannis Kartsonas for election to the Board at the Meeting.
In September 2024, the Board unanimously resolved to follow the recommendations of the Nominating Committee.
DIRECTORS AND EXECUTIVE OFFICERS
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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Name
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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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52
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Chairman, Chief Executive Officer & Director
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A (term expires in 2025)
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Stavros Gyftakis
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45
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Chief Financial Officer
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Christina Anagnostara
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53
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Director*
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B (term expires in 2026)
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Elias Culucundis
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81
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Director*
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A (term expires in 2025)
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Dimitrios Anagnostopoulos
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77
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Director*
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C (term expires in 2024)
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Ioannis Kartsonas
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52
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Director*
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C (term expires in 2024)
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*Independent Director
Biographical information with respect to each of our directors and our executive officer is set forth below.
Stamatios Tsantanis has been a member of the Board and our Chief Executive Officer since October 1, 2012 and has led
the Company’s significant growth to a prominent Capesize dry bulk company with a carrying capacity of approximately 3.4 million dwt. In addition, Mr. Tsantanis has been the Chairman of the Board since October 1, 2013 and also 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, an international shipping
company with a cargo carrying capacity of approximately 0.9 million dwt. (Nasdaq: USEA) (“United”). 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 and financial institutions. He was formerly an investment banker at Alpha Finance, a member of the Alpha Bank Group, with active roles in a number of major shipping
corporate finance transactions in the U.S. capital markets. Mr. Tsantanis holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London and a
Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus. He also serves in the board of directors 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), and is a fellow of the Institute of Chartered Shipbrokers.
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 in the board of directors of United. He has more
than 18 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 and 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.
Christina Anagnostara has been a member of the Board 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 in the board of directors of United. She has more than 26 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 June 2017 she is a Managing Director in the Investment Banking Division of AXIA Ventures Group 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 CFO and Director 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. She is a member of various industry organizations including ACCA, Propeller Club, WISTA, Shipping Finance Executives and American Hellenic Chamber of Commerce.
Elias Culucundis has been a member of the Board 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 newbuildings. 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 the Board since May 2009 and he is also the Chairman and a member of
the Company’s Audit Committee and a member of the Company’s Compensation and Nominating Committees. Mr. Anagnostopoulos has over 50 years of experience in Shipping, Ship finance and Bank Management. Mr. Anagnostopoulos obtained his BSc 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 2023 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 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.
Ioannis Kartsonas has been a member of the Board 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.
COMPENSATION
For the year ended December 31, 2023, the Company paid its executive officers and directors aggregate compensation of $1.6 million. The Company’s executive officers are employed
pursuant to employment and consulting contracts. We do not have a retirement plan for our officers or directors.
Each member of the Board received a fee of $0.1 million in 2023. The aggregate director fees paid by the Company for the years ended December 31, 2023, 2022 and 2021 totaled
$0.5 million, $0.4 million and $0.4 million, respectively.
On January 12, 2011 the Board adopted the Seanergy Maritime Holdings Corp. 2011 Equity Incentive Plan, or the Plan. On January 12, 2022, the Plan, as previously amended, was
further amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 550,000 shares. On July 8, 2022, the Plan was further amended and restated to increase the aggregate number of
shares of common stock reserved for issuance under the Plan to 400,000 shares. On March 27, 2023, the Plan was further amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to
2,000,000 shares. On March 27, 2024, the Plan was further amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 550,000 shares. The Plan is administered by the Compensation
Committee of the Board. Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted
stock, restricted stock units, and unrestricted stock at the discretion of our Compensation Committee. Any awards granted under the Plan that are subject to vesting are conditioned upon the recipient’s continued service as an employee or a
director of the Company, through the applicable vesting date.
On March 27, 2023, the Compensation Committee granted an aggregate of 1,823,800 restricted shares of common stock pursuant to the Plan. Of the total 1,823,800 shares issued on
March 27, 2023, 1,330,000 shares were granted to the non-executive members of the Board and to the executive officers and 493,800 shares were granted to certain of the Company’s non-executive employees and to the sole director of the Company’s
commercial manager, a non-employee. The fair value of each share on the grant date was $5.22. 607,974 shares vested on the date of the issuance, March 27, 2023, 607,913 shares vested on October 1, 2023 and 606,914 shares will vest on October 1,
2024, taking into consideration 999 forfeited shares. On March 27, 2024, the Compensation Committee granted an aggregate of 502,500 restricted shares of common stock pursuant to the Plan. Of the total 502,500 shares issued on March 27, 2024,
285,000 shares were granted to the non-executive members of the Board and to the executive officers and 217,500 shares were granted to certain of the Company’s non-executive employees and to the sole director of the Company’s commercial
manager, a non-employee. The fair value of each share on the grant date was $8.42. Of the total restricted shares issued, 107,250 shares vested on the date of the issuance, March 27, 2024, 142,150 shares vested on September 27, 2024, taking
into consideration 1,100 forfeited shares, 108,000 shares will vest on March 27, 2025 and 144,000 shares will vest on September 26, 2025.
BOARD PRACTICES
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets out information as of September 19, 2024 regarding the beneficial ownership of our common shares by (i) the owners of five percent or more of our
outstanding common shares and (ii) our directors and executive officers. The beneficial ownership information set forth in the table below is based on beneficial ownership reports furnished to the SEC or information regarding the beneficial
ownership of our common shares delivered to us. To the best of our knowledge, except as disclosed in the table below or with respect to our directors and executive officers, we are not controlled, directly or indirectly, by another
corporation, by any foreign government or by any other natural or legal persons. All of our shareholders, including the shareholders listed in this table, are entitled to one vote for each common share held.
|
Identity of Person or Group
|
Number of Shares Owned
|
Percent of Class (1)
|
|
Stamatios Tsantanis (2)
|
20,000 Series B Preferred Shares
|
100%
|
| |
1,682,403 Common Shares
|
8.2%
|
|
George Economou (3)
|
1,859,096 Common Shares
|
9.0%
|
|
Konstantinos Konstantakopoulos (4)
|
1,500,205 Common Shares
|
7.3%
|
|
Stavros Gyftakis
|
221,345 Common Shares
|
1.1%
|
|
Christina Anagnostara
|
192,239 Common Shares
|
0.9%
|
|
Dimitrios Anagnostopoulos
|
93,333 Common Shares
|
0.5%
|
|
Ioannis Kartsonas
|
80,422 Common Shares
|
0.4%
|
|
Elias Culucundis
|
66,800 Common Shares
|
0.3%
|
|
Directors and executive officers as a group (6 individuals)
|
2,336,542 Common Shares
|
11.3%
|
|
(1)
|
Calculation of percent of class beneficially owned by each such person is based on 20,611,924 common shares outstanding as of September 19, 2024 and any additional shares that such person
may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.
|
|
(2)
|
The number of common shares beneficially owned by Stamatios Tsantanis includes 60,000 common shares underlying call options with an average strike price of $11.7 and an expiration date in
January 2025. Stamatios Tsantanis beneficially owns 20,000 Series B Preferred Shares, constituting 100% of our issued and outstanding Series B Preferred Shares, which were issued on December 10, 2021 pursuant to a stock purchase
agreement between us and Stamatios Tsantanis. Through his ownership of common shares and Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the voting power of our outstanding capital stock. For a description of the
Series B Preferred Shares, see “Description of Securities” filed as Exhibit 2.5 to the Company’s 2023 Annual Report on Form 20-F. In our annual reports for the years ended December 31, 2023, 2022, and 2021, Stamatios Tsantanis was
reported to beneficially own 7.9%, 6.8% and 2.0%, respectively, of our outstanding common shares.
|
|
(3)
|
This information is derived from an Amendment No. 7 to Schedule 13D jointly filed with the Commission on June 3, 2024 by Sphinx Investment Corp., Maryport Navigation Corp. and Economou.
Based on this filing, Sphinx Investment Corp., Maryport Navigation Corp. and Economou each have beneficial ownership of all shares indicated in the table above. Based on this filing, Sphinx Investment Corp. is a Marshall Islands
corporation wholly-owned by Maryport Navigation Corp., which is a Liberian corporation controlled by Economou. In our annual report for the fiscal year ended December 31, 2023, Sphinx Investment Corp., Maryport Navigation Corp. and
Economou were reported as beneficial owners of 9.1% of our outstanding common shares and in our annual reports for the three preceding fiscal years, none of Sphinx Investment Corp., Maryport Navigation Corp. or Economou was reported as
an owner of five percent or more of our outstanding common shares.
|
|
(4)
|
This information is derived from a Schedule 13G jointly filed with the Commission on August 9, 2024 by Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos. Based on this
filing, Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos each have beneficial ownership of all shares indicated in the table above. Based on this filing, Longshaw Maritime Investments S.A. is a Marshall Islands
corporation controlled by Konstantinos Konstantakopoulos. In our annual report for the fiscal year ended December 31, 2023, Longshaw Maritime Investments S.A. and Konstantinos Konstantakopoulos were reported as beneficial owners of 6.2%
of our outstanding common shares, and for the fiscal years ended December 31, 2022 and 2021, neither Longshaw Maritime Investments S.A. nor Konstantinos Konstantakopoulos was reported as an owner of five percent or more of our
outstanding common shares.
|
PROPOSAL 1
(COMPANY PROPOSAL)
ELECTION OF DIRECTORS
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 Mr. Dimitrios Anagnostopoulos and Mr. Ioannis Kartsonas, being Class C Directors, for re-election as directors whose term will expire at the 2027 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 nominees unanimously recommended by the Board: Mr. Dimitrios Anagnostopoulos and Mr. Ioannis Kartsonas. It is expected that the nominees will be able to serve, but if before the election it develops that the nominees are
unavailable, the person or persons named in the accompanying proxy will vote for the election of such substitute(s) nominee(s) as the current Board may recommend.
As described above, Sphinx notified the Company of its intent to nominate two directors for election as directors at the Meeting. In accordance with our Board practices, the
Nominating Committee, consisting of independent directors, reviewed these nominees and unanimously recommended to the Board not to nominate the Sphinx nominees and to nominate the incumbent directors Mr. Dimitrios Anagnostopoulos and Mr.
Ioannis Kartsonas in light of their superior qualifications, experience and independence, and the Board reviewed and unanimously followed the committee’s recommendation.
Dimitrios Anagnostopoulos and Ioannis Kartsonas, who have decades of experience in shipping and finance, are familiar with and actively engaged in our business and have the
requisite independence to oversee our business and strategy for the interest of all shareholders.
Notably, Sphinx refused to make its nominees available for interviews with the Nominating Committee, and the Board and Nominating Committee’s review was based on the nomination
notice provided by Sphinx and publicly available information regarding Sphinx’s nominees. Based on that review, the Nominating Committee and the Board determined that the shareholder nominees are underqualified compared to the Company’s
nominees.
Sphinx’s nominees’ close association with Economou raised serious concerns regarding whether they would be able and willing to act in all shareholders’ best
interest, given that their prior directorships at Economou-controlled and Economou-affiliated companies resulted in significant shareholder value destruction, in part due to their willingness to approve numerous related party transactions that
enriched Economou at the expense of those companies and their other shareholders. In addition, as Economou is a competitor of the Company, his proposed nominees threaten to compromise the objectivity and independence of Board decisions by
introducing potential conflicts of interest.
The Nominating Committee and the Board also considered that Sphinx and Economou, through their nominations and related proposals, are seeking effective control of the Board by
replacing the entire Board with his own closely-associated nominees and their appointees, despite not having articulated any plans or proposals to improve the performance or strategy of the Company, which is delivering substantial
outperformance under the leadership of its Board, including its highly-qualified and independent nominees each of which is well-suited to continue generating strong results by capitalizing on favorable trends in the Capesize market.
For these reasons, among others, the Nominating Committee and the Board unanimously resolved that it would not be in the best interests of the Company and its shareholders to nominate the Sphinx
nominees.
You may receive solicitation materials from Sphinx, including proxy statements and proxy cards. The Board does not endorse the Sphinx nominees and unanimously recommends that
you vote “FOR” the election of the nominees proposed by the Board (Mr. Dimitrios Anagnostopoulos and Mr. Ioannis Kartsonas) on the WHITE proxy card. The Board strongly urges you to discard and NOT vote using any proxy card that may be sent to you by Sphinx. If you have already voted using a proxy card sent to you by Sphinx, you have every right to change it and we strongly urge
you to revoke that proxy by voting in favor of the Board’s nominees by using the WHITE proxy card to vote by Internet, telephone or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the
latest validly executed proxy that you submit will be counted - any proxy may be revoked at any time prior to its exercise at the annual meeting. If you have any questions or need assistance in voting, please contact our proxy solicitor,
MacKenzie Partners, by phone at +1-800-322-2885 (toll-free), +1-800-000-0260 (toll-free from Greece), or +1-212-929-5500 (toll), or by email at Seanergy@mackenziepartners.com
The Company is not responsible for the accuracy or completeness of any information provided by or relating to Sphinx or its nominees contained in solicitation materials filed or
disseminated by or on behalf of Sphinx or any other statements Sphinx may make. Shareholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents when filed by the
applicable party with the SEC in connection with the annual meeting at the SEC’s website (http://www.sec.gov).
In the event that Sphinx withdraws its nominees or abandons its solicitation after a shareholder has already granted proxy authority, shareholders can still sign and date a
later submitted WHITE proxy card.
Required Vote. Directors will be elected on a plurality basis, as provided under the Company’s Fourth Amended and Restated By-Laws. This
means that the two (2) director nominees receiving the greatest number of votes cast “FOR” their election will be elected.
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 applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF ITS NOMINEES: MR. DIMITRIOS ANAGNOSTOPOULOS AND MR. IOANNIS KARTSONAS.
The Company’s Nominees for Election to the Board
Information concerning the Board’s nominees for directors of the Company is set forth below:
|
Name
|
Position
|
Director Since
|
Age
|
|
Dimitrios Anagnostopoulos
|
Class C Director
|
2009
|
77
|
|
Ioannis Kartsonas
|
Class C Director
|
2017
|
52
|
Dimitrios Anagnostopoulos has been a member of the Board since May 2009 and he is also the Chairman and a member of
the Company’s Audit Committee and a member of the Company’s Compensation and Nominating Committees. Mr. Anagnostopoulos has over 50 years of experience in Shipping, Ship finance and Bank Management. Mr. Anagnostopoulos obtained his BSc 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 2023 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 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.
Ioannis Kartsonas has been a member of the Board 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.
PROPOSAL 2
(COMPANY PROPOSAL)
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, 2024.
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, 2024.
PROPOSAL 3
(SPHINX/ECONOMOU PROPOSAL)
ADVISORY DECLASSIFICATION PROPOSAL
We have been notified by Sphinx that it intends to introduce as a proposal that the stockholders of the Company adopt an advisory, non-binding resolution requesting that the
Board take all necessary steps to eliminate the classification of the Board in advance of the 2025 Annual Meeting, such that the terms of all Board members shall expire at the 2025 Annual Meeting, and all directors elected at and after the 2025
Annual Meeting will be elected on an annual basis.
We are not responsible for the accuracy or content of the proposal, presented below as received from Sphinx. Our reasons for opposing the proposal are also presented further
below.
The following is the text of the proposed resolution:
RESOLVED, that the common stockholders of Seanergy Maritime Holdings Corp, (the “Company”) hereby request, on an advisory, non-binding basis, that the Board
of Directors of the Company (the “Board”) take all necessary steps to eliminate the classification of the Board in advance of the 2025 annual meeting of the stockholders of the Company (including any adjournments or postponements thereof or any
special meeting that may be called in lieu thereof, the “2025 Annual Meeting”), such that the term of each member of the Board shall expire at the 2025 Annual Meeting and any director elected to the Board at or after the 2025 Annual Meeting
shall be elected on an annual basis.
Required Vote. Adoption of Proposal 3 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 3.
In accordance with the Board’s practices, the Nominating Committee reviewed the advisory declassification proposal and unanimously recommended to the Board that adoption of the
proposal would not be in the best interests of the Company and its shareholders and that Shareholders vote “AGAINST” Proposal 3.
The Seanergy Board and management team are committed to delivering value for all Seanergy shareholders. Over the past few years, through purposeful and successful actions taken
by our Board and management, we have evolved into a leading pure-play, growth-oriented Capesize operator that is attractively positioned to capitalize on favorable trends in the Capesize market. As a result of this strategy, we have been able
to efficiently grow our fleet through a disciplined, well-timed strategy that has resulted in low vessel acquisition costs and cash break-even rates, deliver strong profitability and cash flow generation, rapidly reduce our leverage and return
increasing amounts of capital to our shareholders, including our recently announced policy to return approximately 50% of net operating cash flow less debt repayments and reserves. Looking forward, we believe Seanergy is well-positioned to
continue to deliver leading, sustainable, shareholder returns through the cycle, as demonstrated by our peer-leading total shareholder returns of more than 130%1 over the last year.
Our Board regularly reviews our governance practices to ensure they are aligned with our strategy and our positioning as a growth-oriented company with a relatively small market
capitalization in a highly competitive and cyclical sector. Further, our Board is deliberately composed of experienced directors who are familiar with the Company’s business, strategic goals and objectives, history, culture and sector. To that
end, the Board believes that our classified Board structure appropriately promotes Board continuity and long-term strategic thinking, which is in the best interests of our shareholders. Our three-year director terms enable our existing and
future directors to develop a substantive and meaningful understanding of the Company’s specific operations and goals, which better allows them to make long-term strategic decisions that are in the best interests of the Company and its
shareholders.
1 As of September 26, 2024.
The Board also believes that the Company’s classified board structure encourages directors to make decisions that are in the long-term interests of the Company and its
shareholders by strengthening the independence of the Board against the short-term or self-serving focus of certain investors or special interest groups, such as Sphinx and Economou, who may pursue hostile and potentially abusive takeover
tactics that are not in the best interests of all shareholders. Moreover, the Board believes that our directors are fully accountable to our shareholders, as our directors are committed to acting in the best interests of the Company and our
shareholders and are required by law to fulfill fiduciary duties owed to both, regardless of the length of their terms.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “AGAINST” PROPOSAL 3.
PROPOSAL 4A
(SPHINX/ECONOMOU PROPOSAL)
ADVISORY VOTE OF NO-CONFIDENCE PROPOSAL
We have been notified by Sphinx that it intends to introduce as a proposal that the stockholders of the Company adopt an advisory, non-binding resolution requesting the
resignation of Company director Stamatios Tsantanis.
We are not responsible for the accuracy or content of the proposal, presented below as received from Sphinx. Our reasons for opposing the proposal are also presented further
below.
The following is the text of the proposed resolution:
RESOLVED, that the common stockholders of the Company hereby request, on an advisory, non-binding basis, that, no later than five business days following the
date of adoption of this resolution, Stamatios Tsantanis resign from the Board of the Company.
Required Vote. Adoption of Proposal 4A 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 4A.
The Board unanimously recommends that Shareholders vote “AGAINST” Proposal 4A. Under governing law and the Company’s bylaws, the
vacancies created by the resignation of directors as requested by Sphinx’s no-confidence proposals would be filled by the directors then in office, which Sphinx intends to be its own nominees. The no-confidence proposals, therefore, effectively
seek the replacement of the entire Board with the nominees of a single shareholder—Sphinx, controlled by Economou, a shipowner and competitor of ours.
As described above, the Nominating Committee, consisting of independent directors, and the Board have carefully reviewed the Sphinx nominees and proposals advanced by Sphinx and
determined that giving Sphinx and Economou effective control over the Board is not in the best interests of the Company and its shareholders for the following reasons:
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The Company is already delivering substantial outperformance under the leadership of its Board and facilitating Sphinx and Economou’s objective of replacing the Board and gaining effective control of the
Board risks disrupting the execution of its current strategy which is generating strong results and which the Board believes is well-suited to capitalize on favorable trends in the Capesize market.
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Despite seeking effective control of the Board through the replacement of the entire Board with his own nominees and their appointees, Economou and Sphinx have articulated no plans or proposals to improve the
performance or strategy of the Company.
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Economou, who controls Sphinx, has a long and well-documented history of self-dealing, shareholder value destruction and poor corporate stewardship of public companies, including at DryShips Inc. and Ocean Rig
UDW Inc., where he extracted hundreds of millions of dollars from those companies through conflicted, related-party transactions. As public companies, DryShips and Ocean Rig eliminated almost completely their respective shareholder
value, with DryShips ultimately being reacquired by Economou at a substantial discount to its net asset value and Ocean Rig declaring bankruptcy.
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The Board believes that if Economou were to gain effective control of the Board by replacing the entire Board with his own closely-associated nominees and their appointees, he is likely to seek to apply the
same self-serving approach to Seanergy’s business dealings – at the expense of the Company and its shareholders.
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The Board has also determined that Stamatios Tsantanis is well-qualified to continue in his role as Chairman and a director of Seanergy, noting that he has served as a member of
the Board and our Chief Executive Officer since October 1, 2012 and has led the Company’s significant growth to a prominent Capesize dry bulk company with a carrying capacity of approximately 3.4 million dwt. In addition, Mr. Tsantanis has been
the Chairman of the Board since October 1, 2013 and also served as our Interim Chief Financial Officer from November 1, 2013 until October 2, 2018. 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 and financial institutions, providing him with the relevant experience and expertise to execute and oversee our strategy.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “AGAINST” PROPOSAL 4A.
PROPOSAL 4B
(SPHINX/ECONOMOU PROPOSAL)
ADVISORY VOTE OF NO-CONFIDENCE PROPOSAL
We have been notified by Sphinx that it intends to introduce as a proposal that the stockholders of the Company adopt an advisory, non-binding resolution requesting the
resignation of Company director Christina Anagnostara.
We are not responsible for the accuracy or content of the proposal, presented below as received from Shpinx. Our reasons for opposing the proposal are also presented further
below.
The following is the text of the proposed resolution:
RESOLVED, that the common stockholders of the Company hereby request, on an advisory, non-binding basis, that, no later than five business days following the
date of adoption of this resolution, Christina Anagnostara resign from the Board of the Company.
Required Vote. Adoption of Proposal 4B 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 4B.
The Board unanimously recommends that Shareholders vote “AGAINST” Proposal 4B. Under governing law and the Company’s bylaws, the
vacancies created by the resignation of directors as requested by Sphinx’s no-confidence proposals would be filled by the directors then in office, which Sphinx intends to be its own nominees. The no-confidence proposals, therefore, effectively
seek the replacement of the entire Board with the nominees of a single shareholder—Sphinx, controlled by Economou, a shipowner and competitor of ours.
As described above, the Nominating Committee, consisting of independent directors, and the Board have carefully reviewed the Sphinx nominees and proposals advanced by Sphinx and
determined that giving Sphinx and Economou effective control over the Board is not in the best interests of the Company and its shareholders for the following reasons:
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• |
The Company is already delivering substantial outperformance under the leadership of its Board and facilitating Sphinx and Economou’s objective of replacing the Board and gaining effective control of the Board
risks disrupting the execution of its current strategy which is generating strong results and which the Board believes is well-suited to capitalize on favorable trends in the Capesize market.
|
| |
• |
Despite seeking effective control of the Board through the replacement of the entire Board with his own nominees and their appointees, Economou and Sphinx have articulated no plans or proposals to improve the
performance or strategy of the Company.
|
| |
• |
Economou, who controls Sphinx, has a long and well-documented history of self-dealing, shareholder value destruction and poor corporate stewardship of public companies, including at DryShips Inc. and Ocean Rig
UDW Inc., where he extracted hundreds of millions of dollars from those companies through conflicted, related-party transactions. As public companies, DryShips and Ocean Rig eliminated almost completely their respective shareholder
value, with DryShips ultimately being reacquired by Economou at a substantial discount to its net asset value and Ocean Rig declaring bankruptcy.
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• |
The Board believes that if Economou were to gain effective control of the Board by replacing the entire Board with his own closely-associated nominees and their appointees, he is likely to seek to apply the
same self-serving approach to Seanergy’s business dealings – at the expense of the Company and its shareholders.
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The Board has also determined that Christina Anagnostara is well-qualified to continue in her role as an independent director of Seanergy, noting that she is an engaged and
independent member of the Board, has more than 20 years of maritime and international business experience in finance, banking, capital markets, consulting, accounting and audit relevant to our strategy, has extensive public company board
experience in the maritime industry and is a Certified Chartered Accountant.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “AGAINST” PROPOSAL 4B.
PROPOSAL 4C
(SPHINX/ECONOMOU PROPOSAL)
ADVISORY VOTE OF NO-CONFIDENCE PROPOSAL
We have been notified by Sphinx that it intends to introduce as a proposal that the stockholders of the Company adopt an advisory, non-binding resolution requesting the
resignation of Company director Elias Culucundis.
We are not responsible for the accuracy or content of the proposal, presented below as received from Sphinx. Our reasons for opposing the proposal are also presented further
below.
The following is the text of the proposed resolution:
RESOLVED, that the common stockholders of the Company hereby request, on an advisory, non-binding basis, that, no later than five business days following the
date of adoption of this resolution, Elias Culucundis resign from the Board of the Company.
Required Vote. Adoption of Proposal 4C 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 4C.
The Board unanimously recommends that Shareholders vote “AGAINST” Proposal 4C. Under governing law and the Company’s bylaws, the
vacancies created by the resignation of directors as requested by Sphinx’s no-confidence proposals would be filled by the directors then in office, which Sphinx intends to be its nominees. The no-confidence proposals, therefore, effectively
seek the replacement of the entire Board with the nominees of a single shareholder—Sphinx, controlled by Economou, a shipowner and competitor of ours.
As described above, the Nominating Committee, consisting of independent directors, and the Board have carefully reviewed the Sphinx nominees and proposals advanced by Sphinx and
determined that giving Sphinx and Economou effective control over the Board is not in the best interests of the Company and its shareholders for the following reasons:
| |
• |
The Company is already delivering substantial outperformance under the leadership of its Board and facilitating Sphinx and Economou’s objective of replacing the Board and gaining effective control of the Board
risks disrupting the execution of its current strategy which is generating strong results and which the Board believes is well-suited to capitalize on favorable trends in the Capesize market.
|
| |
• |
Despite seeking effective control of the Board through the replacement of the entire Board with his own nominees and their appointees, Economou and Sphinx have articulated no plans or proposals to improve the
performance or strategy of the Company.
|
| |
• |
Economou, who controls Sphinx, has a long and well-documented history of self-dealing, shareholder value destruction and poor corporate stewardship of public companies, including at DryShips Inc. and Ocean Rig
UDW Inc., where he extracted hundreds of millions of dollars from those companies through conflicted, related-party transactions. As public companies, DryShips and Ocean Rig eliminated almost completely their respective shareholder
value, with DryShips ultimately being reacquired by Economou at a substantial discount to its net asset value and Ocean Rig declaring bankruptcy.
|
| |
• |
The Board believes that if Economou were to gain effective control of the Board by replacing the entire Board with his own closely-associated nominees and their appointees, he is likely to seek to apply the
same self-serving approach to Seanergy’s business dealings – at the expense of the Company and its shareholders.
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The Board has also determined that Elias Culucundis is well-qualified to continue in his role as an independent director of Seanergy, noting that he has been an engaged and
independent member of the Board since our inception, has more than 40 years of executive leadership experience and extensive director experience at multiple shipping-focused companies and expertise overseeing new-building vessel contracts,
specifications and the construction of newbuildings and is a Fellow of the Royal Institute of Naval Architects and a Chartered Engineer.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “AGAINST” PROPOSAL 4C.
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.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS WHITE PROXY CARD IS VALID ONLY WHEN SIGNED. V57740-Z88646 For Against Abstain Yes No ! ! 3. To request, on an
advisory, non-binding basis, the declassification of the Company's Board of Directors 4A. To request, on an advisory, non-binding basis, the resignation of the Board member Mr. Stamatios Tsantanis 4B. To request, on an advisory,
non-binding basis, the resignation of the Board member Ms. Christina Anagnostara 4C. To request, on an advisory, non-binding basis, the resignation of the Board member Mr. Elias Culucundis 1a. Dimitrios Anagnostopoulos 1b. Ioannis
Kartsonas * To elect two Class C Directors to serve until the 2027 Annual Meeting of Shareholders. 2. 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, 2024. Note: Please sign exactly as name appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title. For Withhold SEANERGY MARITIME HOLDINGS CORP. (the "Company") Shareholder Proposals OPPOSED by the Company: Company Proposals: The Board of Directors recommends a vote FOR the nominees listed in Proposal 1 and FOR
Proposal 2. 1. Election of Directors * The Board of Directors recommends a vote AGAINST Proposals 3, 4A, 4B and 4C. Please indicate if you plan to attend this meeting. ! ! ! ! For Against Abstain ! ! ! SEANERGY MARITIME
HOLDINGS CORP. C/O FIRST COAST RESULTS, INC. 200 BUSINESS PARK CIRCLE SUITE 112 SAINT AUGUSTINE, FL 32095 ! ! ! ! ! ! ! ! ! ! ! ! VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit
your voting instructions and for electronic delivery of information by 11:59 p.m. Eastern Time the day before the meeting date. Have your WHITE proxy card in hand when you access the web site and follow the instructions to obtain your
records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all
future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you
agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions by 11:59 p.m. Eastern Time the day before the meeting date.
Have your WHITE proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your WHITE proxy card and return it in the postage-paid envelope we have provided or return it to c/o First Coast
Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. SCAN TO VIEW MATERIALS & VOTE THIS IS THE WHITE PROXY CARD
V57741-Z88646 PROXY THIS WHITE PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF SEANERGY MARITIME HOLDINGS CORP. The undersigned hereby revokes all previous proxies relating to the shares covered hereby and acknowledges receipt of the notice and proxy statement relating to the Annual Meeting of
Shareholders, the terms of which are incorporated herein by reference. The undersigned hereby appoints Mr. Stavros Gyftakis and Ms. Theodora Mitropetrou, and each of them, with power to act without the other and with power of
substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all shares of Seanergy Maritime Holdings Corp.’s common or preferred stock which the undersigned is entitled
to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of the Shareholders of Seanergy Maritime Holdings Corp. to be held on November 4, 2024 or any adjournment or postponement
thereof, with all powers which the undersigned would possess if present at the meeting. WHEN PROPERLY EXECUTED, THIS WHITE PROXY CARD WILL BE VOTED AS SET FORTH HEREIN AS DIRECTED BY THE SHAREHOLDER, OR IF NO DIRECTION IS INDICATED,
BUT THE CARD IS SIGNED, WILL BE VOTED "FOR" THE COMPANY'S PROPOSALS, "AGAINST" THE SHAREHOLDER PROPOSALS AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. (Continued, and
to be marked and signed, on the other side) FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED THIS WHITE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS OF SEANERGY MARITIME HOLDINGS
CORP. TO BE HELD ON NOVEMBER 4, 2024 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report and Letter from our Board of Directors are available at
www.proxyvote.com. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Mackenzie Partners, at U.S. & Canada Toll-Free: 1-800-322-2885 Greece Toll-Free:
1-800-000-0260 Elsewhere Call Collect (toll): 1-212-929-5500 Or Email: Seanergy@MacKenziePartners.com