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Date: April 16, 2020
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By:
/s/ Anthony Gurnee
Anthony Gurnee
Chief Executive Officer (Principal Executive Officer) |
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ARDMORE SHIPPING CORPORATION Belvedere Building, 69 Pitts Bay Road, Ground Floor, Pembroke, HM08, Bermuda |
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| | | | April 16, 2020 | |
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Time and Date
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| | May 29, 2020 10:00 a.m. Atlantic Time |
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Place
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| | Belvedere Building 69 Pitts Bay Road, Ground Floor Pembroke HM08 Bermuda |
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Items of Business
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(1)
To elect two Class I directors to our Board of Directors for a term of three years.
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(2)
To transact such other business as may properly come before the annual meeting.
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Adjournments and Postponements
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| | Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. | |
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Record Date
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| | The record date for the annual meeting is April 6, 2020. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting. | |
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Internet Availability
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| | We are furnishing proxy materials to our shareholders over the Internet. On or about April 16, 2020, we will mail to our shareholders a notice containing instructions on how to access our 2020 proxy statement and annual report via the Internet and vote online. The notice also provides instructions on how shareholders can request a paper copy of these documents, if they desire. | |
| Voting | | | Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and vote online or submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers beginning on page 2 of the proxy statement and the instructions on the proxy or voting instruction card. | |
Name of Director
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Audit
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Compensation
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Nominating
and Corporate Governance |
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Independent Directors: | | | | | | | | | | | | | | | | | | | |
Mats Berglund
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| | | | | | | | | | X | | | | | | X | | |
Brian Dunne
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| | | | X* | | | | | | | | | | | | X | | |
Curtis Mc Williams
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| | | | X | | | | | | X* | | | | | | X* | | |
Peter Swift(1)
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| | | | | | | | | | X | | | | | | | | |
Helen Tveitan de Jong
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| | | | X | | | | | | | | | | | | | | |
Kirsi Tikka(2)
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Non-independent Directors: | | | | | | | | | | | | | | | | | | | |
Anthony Gurnee
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Number of Meetings in 2019
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| | | | 12 | | | | | | 2 | | | | | | 4 | | |
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Shares Beneficially Owned
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Identity of person or group
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Number
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Percentage(1)
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Russell Investments Group, Ltd.(2)
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| | | | 3,699,937 | | | | | | 11.14% | | |
Aristotle Capital Boston, LLC(3)
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| | | | 3,344,950 | | | | | | 10.07% | | |
Dimensional Fund Advisors LP(4)
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| | | | 2,066,143 | | | | | | 6.22% | | |
Donald Smith & Co., Inc.(5)
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| | | | 2,014,204 | | | | | | 6.06% | | |
BlackRock, Inc.(6)
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| | | | 1,967,795 | | | | | | 5.92% | | |
All directors and executive officers as a group
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Name
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Age
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Position
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Anthony Gurnee | | |
60
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| | President and Chief Executive Officer | |
Mark Cameron | | |
54
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| | Executive Vice President and Chief Operating Officer | |
Paul Tivnan | | |
40
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| | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | |
Gernot Ruppelt | | |
38
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| | Senior Vice President and Chief Commercial Officer | |
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Anthony Gurnee
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| | For information on the business background of Mr. Gurnee, see “Information About Directors Continuing in Office” above. | |
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Mark Cameron
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| | Mr. Cameron is the Executive Vice President and Chief Operating Officer for Ardmore. Mr. Cameron joined Ardmore as Executive Vice President and Chief Operating Officer and was appointed an alternate director in June 2010. In addition, Mr. Cameron is the past Chair of the International Parcel Tankers Association (IPTA), is on the Board of the West of England P&I Club and is also an advisory Board Member to the NGO Carbon War Room. From 2008 to 2010, Mr. Cameron served as Vice President, Strategy and Planning for Teekay Marine Services, Teekay Corporation’s internal ship management function. Mr. Cameron spent 11 years at sea rising to the rank of Chief Engineer with Safmarine and later AP Moller, including time served onboard bulk carriers, salvage tugs, tankers, general cargo, reefer and container ships. Mr. Cameron has held a number of senior management roles ashore specializing in integrating acquisitions covering all facets of ship management, as well as sale and purchase, newbuilding supervision, personnel management, procurement, fleet management and technical supervision. | |
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Paul Tivnan
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| | Mr. Tivnan is Senior Vice President, Chief Financial Officer, Secretary and Treasurer of Ardmore. Mr. Tivnan joined Ardmore in June 2010 and was appointed Chief Financial Officer in December 2012. From 2002 to 2010, he was employed at Ernst & Young in the Financial Services Advisory department specializing in international tax and corporate structuring. He was a participant in Ernst & Young’s Accelerated Leadership Program from 2008 to 2010. Mr. Tivnan holds a BA in Accounting and Finance and an MBS in Accounting, each from Dublin City University. He is a graduate of the Insead and London Business School Executive Leadership programs, a Fellow of the Institute of Chartered Accountants of Ireland, an Associate of the Irish Taxation Institute and a member of the Institute of Chartered Shipbrokers. | |
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Gernot Ruppelt
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| | Mr. Ruppelt is the Chief Commercial Officer and Senior Vice President. Mr. Ruppelt has been in charge of Ardmore’s commercial activities since joining as Chartering Director in 2013, and was promoted to his current position in December 2014. Mr. Ruppelt has extensive commercial and management experience in the maritime industry. Prior to Ardmore he was a Projects Broker with Poten & Partners in New York for five years and, for seven years before that, Mr. Ruppelt worked for Maersk Broker and A.P. Moller — Maersk in Copenhagen, Singapore and Germany. Mr. Ruppelt is a director of Anglo Ardmore Ship Management Limited. He also represents Ardmore at the INTERTANKO Council and as Chair of their Commercial & Markets Committee. Mr. Ruppelt completed the two-year ‘Maersk International Shipping Education’ program and graduated from Hamburg Shipping School. He is also a member of the Institute of Chartered Shipbrokers in London. | |