Report of Foreign Issuer (6-k)
January 17 2018 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Dated: January 17, 2018
Commission File
No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
7 Avenue de
Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form
20-F
or Form
40-F:
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7):
Yes ☐ No ☒
DVB Bank Facility Agreement
On December 21, 2017, Kleimar NV., a wholly owned subsidiary of Navios Maritime Holdings Inc. (Navios Holdings or the
Company), entered into a facility agreement (the Facility Agreement) with DVB Bank SE for an amount up to $18,253,968.25 relating to the financing of the Navios Taurus, the Navios Northern Star and the Navios Amitie
(the DVB Facility). The facility bears interest at a rate of LIBOR plus 325 basis points. The DVB Facility is repayable in 14 quarterly installments of $730,158.73 followed by a final balloon installment of $8,031,746.03. To date, the
Facility Agreement has been fully drawn.
The Company is a guarantor of the obligations under the Facility Agreement. The Facility
Agreement also requires compliance with certain financial covenants, including covenants under the indenture for Navios Holdings outstanding secured notes. Among other events, it will be an event of default under the Facility Agreement if the
financial covenants are not complied with or if Angeliki Frangou and her affiliates, together, own less than 20% of the outstanding share capital of Navios Holdings.
The foregoing description is subject in all respects to the actual terms of the Facility Agreement. A copy of the Facility Agreement is
furnished as Exhibit 10.1 to this Report and is incorporated herein by reference.
Results of the Annual Meeting of Stockholders
On December 15, 2017, the Company held its 2017 Annual Meeting of Stockholders (the Annual Meeting). The record date for the
Annual Meeting was October 17, 2017. As of the record date, a total of 119,547,372 shares of the Companys common stock were entitled to vote at the Annual Meeting. There were 55,614,564 shares of common stock present in person or by proxy
at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.
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1.
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Election of Directors
. The Companys stockholders voted to elect Angeliki Frangou and Vasiliki Papaefthymiou as Class C Directors of the Company, whose terms, upon election, will expire in 2020.
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For
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Withhold
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Angeliki Frangou
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54,664,822
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949,742
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Vasiliki Papaefthymiou
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54,068,366
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1,546,198
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2.
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Approval of an amendment to the Charter
. Consistent with the Certificates of Designation for the Companys Series G and Series H Preferred Stock (the Certificates of Designation), the Company
proposed an amendment to the Charter to effectuate any and all such changes as may be necessary to permit the Series G and/or Series H Holders the ability to exercise certain voting rights pursuant to the Certificates of Designation. This proposal
failed to receive the affirmative vote of holders of
two-thirds
of the Companys issued and outstanding common stock entitled to vote at the Annual Meeting which was required to approve the proposal.
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For
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Against
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Abstain
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54,511,058
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871,712
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231,794
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3.
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Ratification of appointment of PricewaterhouseCoopers
. The Companys stockholders voted to ratify the appointment of PricewaterhouseCoopers as the Companys independent public accountants for the year
ending December 31, 2017.
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For
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Against
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Abstain
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55,172,276
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384,910
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57,378
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Operational and Financial Results
On November 21, 2017, the Company issued a press release announcing the operational and financial results for the three and nine months periods ended
September 30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
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, thereunto duly authorized.
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NAVIOS MARITIME HOLDINGS INC.
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By:
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/s/ Angeliki Frangou
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Angeliki Frangou
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Chief Executive Officer
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Date: January 17, 2018
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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10.1
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Facility Agreement relating to a facility of up to $18,253,968.25, dated December 21, 2017, between Kleimar NV. and DVB Bank SE
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99.1
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Press Release, dated November 21, 2017: Navios Maritime Holdings Inc. Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2017.
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