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0001606909false00016069092024-08-082024-08-08

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): August 8, 2024  
 
PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact Name of Registrant as Specified in Charter)
 
Bermuda 001-36798 98-1205464
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
 
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf, Newport, Rhode Island 02840
(Address of Principal Executive Offices) (Zip Code)
 
(401) 846-7790
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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 class Trading Symbol(s) Name of exchange on which registered
Common Stock, per value $0.0001 per share PANL NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 August 8, 2024, Pangaea Logistics Solutions Ltd., a Bermuda corporation (the “Company”), held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were a total of 46,902,091 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 40,056,589 shares of Common Stock, constituting a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were represented 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.To elect three directors to our Board of Directors as Class I directors serving until the annual meeting of shareholders to be held in August 2027:

Class I Nominees
 Votes For Votes Against Abstain Broker Non-Vote
Eric S. Rosenfeld 30,058,029 5,053,167 48,011 4,897,382
Mark L. Filanowski 34,967,480 163,774 27,953 4,897,382
Anthony Laura 26,409,771 7,716,162 1,033,274 4,897,382


2.To approve the Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan, as amended and restated by the Board of Directors on May 7, 2024, referred to herein as the '2024 Plan'

Votes For Votes Against Abstain Broker Non-Vote
28,978,202 5,346,872 834,133 4,897,382


3.To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2023:

Votes For Votes Against Abstain Broker Non-Vote
39,641,515 359,525 55,549 —

4.To approve, on an advisory, non-binding basis, the compensation of named executive officers:

Votes For Votes Against Abstain Broker Non-Vote
33,578,692 1,465,417 115,098 4,897,382

5.To recommend, on a non-binding basis, the frequency of future advisory votes on compensation of named executive officers:

One Year Two Year Three Year Abstain Broker Non-Vote
32,343,496 206,094 2,566,611 43,006 4,897,382










SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: August 9, 2024
  PANGAEA LOGISTICS SOLUTIONS LTD.
   
  By:  /s/ Gianni Del Signore
    Name: Gianni Del Signore
Title: Chief Financial Officer