egle-20200619
0001322439FALSE00013224392020-06-192020-06-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2020
Eagle Bulk Shipping Inc.
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
001-33831
98-0453513
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS employer identification no.)
300 First Stamford Place, 5th Floor
Stamford, CT 06902
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code):(203) 276-8100
(Former Name or Former Address, if Changed Since Last Report): None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value 00013224392020-06-192020-06-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2020
Eagle Bulk Shipping Inc.
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
001-33831
98-0453513
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS employer identification no.)
300 First Stamford Place, 5th Floor
Stamford, CT 06902
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code):(203) 276-8100
(Former Name or Former Address, if Changed Since Last Report): None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareEGLEThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 19, 2020, Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). There were a total of 76,749,822 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 69,354,209 shares of Common Stock, constituting a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were represented at the Annual Meeting either in person or by proxy, and accordingly a quorum was present. At the Annual Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.

1. The following persons were elected as directors of the Company to serve until the Company’s 2021 Annual Meeting of Shareholders and until his or her respective successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal, by the following number of votes:

NomineeVotes ForVotes WithheldBroker Non-Votes
Paul M. Leand, Jr.56,002,6095,436,6657,914,935
Randee E. Day60,985,227454,0477,914,935
Justin A. Knowles61,217,127222,1477,914,935
Bart Veldhuizen56,181,7585,257,5167,914,935
Gary Vogel61,225,639213,6357,914,935
Gary Weston56,185,6915,253,5837,914,935

2. The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2020 was approved by the following number of votes:

Votes ForVotes AgainstAbstentions
68,618,947678,01057,252

3. The compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting, was approved, on an advisory, non-binding basis, by the following number of votes:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
48,823,76510,599,6442,015,8657,914,935

4. The approval of an amendment to Article FOURTH of the Third Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of Common Stock by a ratio of between 1-for-5 and 1-for-20, inclusive, was approved by the following number of votes:

Votes ForVotes AgainstAbstentions
59,588,2749,672,10893,827






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
EAGLE BULK SHIPPING INC.
(registrant)
Dated: June 19, 2020By:/s/ Frank De Costanzo
Name:
Frank De Costanzo
Title:
Chief Financial Officer

EGLEThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 19, 2020, Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). There were a total of 76,749,822 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 69,354,209 shares of Common Stock, constituting a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were represented at the Annual Meeting either in person or by proxy, and accordingly a quorum was present. At the Annual Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.

1. The following persons were elected as directors of the Company to serve until the Company’s 2021 Annual Meeting of Shareholders and until his or her respective successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal, by the following number of votes:

NomineeVotes ForVotes WithheldBroker Non-Votes
Paul M. Leand, Jr.56,002,6095,436,6657,914,935
Randee E. Day60,985,227454,0477,914,935
Justin A. Knowles61,217,127222,1477,914,935
Bart Veldhuizen56,181,7585,257,5167,914,935
Gary Vogel61,225,639213,6357,914,935
Gary Weston56,185,6915,253,5837,914,935

2. The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2020 was approved by the following number of votes:

Votes ForVotes AgainstAbstentions
68,618,947678,01057,252

3. The compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting, was approved, on an advisory, non-binding basis, by the following number of votes:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
48,823,76510,599,6442,015,8657,914,935

4. The approval of an amendment to Article FOURTH of the Third Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of Common Stock by a ratio of between 1-for-5 and 1-for-20, inclusive, was approved by the following number of votes:

Votes ForVotes AgainstAbstentions
59,588,2749,672,10893,827






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
EAGLE BULK SHIPPING INC.
(registrant)
Dated: June 19, 2020By:/s/ Frank De Costanzo
Name:
Frank De Costanzo
Title:
Chief Financial Officer


 v3.20.1
Cover
Jun. 19, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 19, 2020
Entity Registrant Name Eagle Bulk Shipping Inc.
Entity Incorporation, State or Country Code 1T
Entity File Number 001-33831
Entity Tax Identification Number 98-0453513
Entity Address, Address Line One 300 First Stamford Place
Entity Address, Address Line Two 5th Floor
Entity Address, City or Town Stamford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06902
City Area Code 203
Local Phone Number 276-8100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001322439
Amendment Flag false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol EGLE
Security Exchange Name NASDAQ