January 9, 2020
TO THE SHAREHOLDERS OF PERFORMANCE SHIPPING INC.
Enclosed is a Notice of the Annual Meeting of Shareholders (the “Meeting”) of Performance Shipping Inc. (the
“Company”) which will be held at Amara Hotel, 95 Amathus Avenue, P.O. BOX 56767, 3310 Limassol, Cyprus on February 18, 2020 at 12:00 p.m. local time in Limassol.
At the Meeting, holders of shares of the Company’s common stock and Series C preferred stock (together, the
“Shareholders”) will consider and vote upon the following proposals:
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1.
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To elect two Class I Directors to serve until the 2023 Annual Meeting of Shareholders (“Proposal One”);
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2.
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To approve the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors for the
fiscal year ending December 31, 2020 (“Proposal Two”); and
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3.
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To transact other such business as may properly come before the Meeting or any adjournment thereof.
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Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Meeting, either in
person or by proxy. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Meeting, either in person or by proxy.
You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy
and vote your shares in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED
AND VOTED AT THE MEETING. ACCORDINGLY, IF YOU HAVE ELECTED TO RECEIVE YOUR PROXY MATERIALS BY MAIL, PLEASE DATE, SIGN AND RETURN THE PROXY CARD TO BE MAILED TO YOU ON OR ABOUT JANUARY 9, 2020, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT. IF YOU RECEIVED YOUR PROXY MATERIALS OVER THE INTERNET, PLEASE VOTE BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE
INSTRUCTIONS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU WILL RECEIVE IN THE MAIL. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION WILL BE APPRECIATED.
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Very truly yours,
Symeon P. Palios
Chief Executive Officer
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18 Pendelis Str., 175 64 Palaio Faliro, Athens, Greece
Tel: + (30) (216) 6002-400, Fax: + (30) (216) 6002-599
e-mail: info@pshipping.com – www.pshipping.com
PERFORMANCE SHIPPING INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 18, 2020
NOTICE IS HEREBY given that the Annual Meeting of the holders of shares of common stock and Series C preferred
stock (together, the “Shareholders”) of Performance Shipping Inc. (the “Company”) will be held on February 18, 2020 at 12:00 p.m. local time at Amara Hotel, 95 Amathus
Avenue, P.O. BOX 56767, 3310 Limassol, Cyprus (the “Meeting”) for the following purposes, of which items 1 and 2 are more completely set forth in the
accompanying Proxy Statement:
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1.
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To elect two Class I Directors to serve until the 2023 Annual Meeting of Shareholders;
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2.
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To approve the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors for the
fiscal year ending December 31, 2020; and
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3.
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To transact other such business as may properly come before the Meeting or any adjournment thereof.
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The board of directors has fixed the close of business on December 30, 2019 as the record date for the
determination of the Shareholders entitled to receive notice and to vote at the Meeting or any adjournment thereof.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY
RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.
All Shareholders must present a form of personal photo identification in order to be admitted to the Meeting. In
addition, if your 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 the
shares on December 30, 2019.
If you attend the Meeting, you may revoke your proxy and vote in person.
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BY ORDER OF THE BOARD OF DIRECTORS
Ioannis G. Zafirakis
Secretary
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January 9, 2020
Athens, Greece
PERFORMANCE SHIPPING INC.
18 PENDELIS STR.
175 64 PALAIO FALIRO
ATHENS GREECE
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 18, 2020
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Performance Shipping Inc.,
a Marshall Islands corporation (the “Company”), for use at the Annual Meeting of holders of shares of common stock and Series C preferred stock of the Company (together, the “Shareholders”) to be held at Amara Hotel, 95 Amathus Avenue, P.O. BOX 56767, 3310 Limassol, Cyprus on February 18, 2020 at 12:00 p.m. local
time in Limassol, or at any adjournment or postponement thereof (the “Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are
expected to be mailed to the Shareholders of the Company who are entitled to vote at the Meeting as of December 30, 2019.
VOTING RIGHTS AND OUTSTANDING SHARES
On December 30, 2019 (the “Record Date”), the Company had outstanding 49,021,001 shares of
common stock, par value $0.01 per share (the “Common Shares”) and 100 shares of Series C preferred stock, par value $0.01 per share (the “Series C Preferred Shares,” and together with the Common Shares, the “Shares”). Each Shareholder of record at
the close of business on the Record Date is entitled to one (1) vote for each Common Share then held and two hundred fifty thousand (250,000) votes for each Series C Preferred Share then held, provided however, that pursuant to the Statement of Designation of the Series C Preferred Stock, no holder of Series C Preferred Shares may exercise voting rights pursuant to any share of Series C
Preferred Stock that would result in the total number of votes such holder, together with its affiliates, is entitled to vote (including any voting power derived from Series C Preferred Shares or Common Shares) to exceed 49.0% of the total number
of votes eligible to be cast. One or more Shareholders representing at least one third of the total voting rights of the Company present in person or by proxy at the Meeting shall constitute a quorum for the purposes of the Meeting. The Shares
represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment or
postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth on the Notice of Annual Meeting of Shareholders.
The Common Shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “DCIX.”
REVOCABILITY OF PROXIES
A Shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing
with the Secretary of the Company at the Company’s corporate office, 18 Pendelis Str., 175 64 Palaio Faliro, Athens, Greece, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in
person.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company currently has seven directors divided into three classes. As provided in the Company’s Amended and
Restated Articles of Incorporation, each director is elected to serve for a three-year term and until such director’s successor is elected and has qualified. Accordingly, the Board has nominated Antonios Karavias, a current Class I Director, for
re-election and Andreas Nikolaos Michalopoulos for election as Class I director whose term would expire at the 2023 Annual meeting. Mr. Ioannis Zafirakis, the second current Class I Director, has indicated to the Company that he does not desire to
run for an additional three-year term.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the
persons named in the enclosed proxy intend to vote the shares authorized thereby FOR the election of the following two nominees. It is expected that each of these nominees will be able to serve, but if before the election it develops that any of
the nominees is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee or nominees as the current Board may recommend.
Nominees for Election to the Company’s Board
Information concerning the nominees for directors of the Company is set forth below:
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Name
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Age
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Position
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Antonios Karavias
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77
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Class I Director
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Andreas Nikolaos
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48
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Class I Director
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Michalopoulos
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Antonios Karavias has served as an independent Director and as the Chairman of the Company’s Compensation Committee and member of the Company’s Audit Committee since the completion of the private offering. Since 2007 Mr. Karavias
has served as an Independent Advisor to the Management of Société Générale Bank and Trust and Marfin Egnatia Bank. Previously, Mr. Karavias was with Alpha Bank from 1999 to 2006 as a Deputy Manager of Private Banking and with Merrill Lynch as a
Vice President from 1980 to 1999. He holds a bachelor’s degree in Economics from Mississippi State University and a master’s degree in Economics from Pace University.
Andreas
Nikolaos Michalopoulos has served as Deputy Chief Executive Officer of Performance Shipping Inc. since October 2019. As of January 13, 2010 Mr. Michalopoulos is the Chief Financial Officer and Treasurer of Performance Shipping Inc. He has
served in these positions with Diana Shipping Inc. since March 8, 2006, and he also serves as a Director of Diana Shipping Inc. since August 1, 2018. He started his career in 1993 when he joined Merrill Lynch Private Banking in Paris. In 1995, he
became an International Corporate Auditor with Nestle SA based in Vevey, Switzerland and moved in 1998 to the position of Trade Marketing and Merchandising Manager. From 2000 to 2002, he worked for McKinsey and Company in Paris, France as an
Associate Generalist Consultant before joining a major Greek Pharmaceutical Group with U.S. R&D activity as a Vice President of International Business Development and Member of the Executive Committee in 2002 where he remained until 2005. From
2005 to 2006, he joined Diana Shipping Agencies S.A. as a Project Manager. Mr. Michalopoulos graduated from Paris IX Dauphine University with Honors in 1993 obtaining an MSc in Economics and a master’s degree in Management Sciences specialized in
Finance. In 1995, he also obtained a master’s degree in Business
Administration from Imperial College, University of London. Mr. Andreas Michalopoulos is
married to the youngest daughter of Mr. Symeon Palios, the Company’s Chief Executive Officer and Chairman.
Audit Committee. The Company’s Board has established an Audit Committee, composed of two independent members of its board of directors, who are responsible for reviewing the Company’s accounting controls,
recommending to the board of directors the engagement of its external auditors and pre-approving audit and audit-related services and fees. As directed by its written charter, the Audit Committee is responsible for reviewing all related party
transactions for potential conflicts of interest and all related party transactions are subject to the approval of the Audit Committee. Mr. Giannakis (John) Evangelou serves as Chairman of the Audit Committee and Mr. Antonios Karavias serves as a
member. The Company believes that Mr. Evangelou qualifies as an “audit committee financial expert,” as such term is defined under Securities and Exchange Commission rules.
Corporate Governance Practices. As the Company is a foreign private issuer, it is exempt from the Nasdaq corporate governance rules, other than the requirements regarding the disclosure of a going concern audit
opinion, submission of a listing agreement, notification to Nasdaq of non-compliance with Nasdaq corporate governance practices, and the establishment of an audit committee satisfying Nasdaq Listing Rule 5605(c)(3) and ensuring that such audit
committee’s members meet the independence requirement of Listing Rule 5605(c)(2)(A)(ii).
Required Vote. Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Meeting, either in person or by proxy.
Effect of abstentions. Abstentions will not affect the vote on Proposal One.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL TWO
APPROVAL OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board is submitting for approval at the Meeting the selection of
Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2020.
Ernst & Young (Hellas) Certified Auditors 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 other than in its capacity as the
Company’s independent auditors.
All services rendered by the independent auditors are subject to review by the Audit Committee.
Required Vote. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Meeting, either in person or by proxy.
Effect of
abstentions. Abstentions will not affect the vote on Proposal Two.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT
OF ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH
APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The cost of preparing and soliciting proxies will be borne by the
Company. Solicitation will be made primarily by mail, but Shareholders may be solicited by telephone, e-mail, or personal contact.
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.
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By Order of the Directors
Ioannis G. Zafirakis
Secretary
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January 9, 2020
Athens, Greece