REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or 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): [
].
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): [
].
Attached to this report on Form 6-K as Exhibit 99.1 is the Notice
of Annual Meeting of Shareholders and Proxy Statement of
Performance Shipping Inc. ("the Company"), which was mailed to
shareholders of the Company on or around January 15, 2021.
Attached to this report on Form 6-K as Exhibit 99.2 is the Proxy
Card of the Company, which was mailed to shareholders of the
Company on or around January 15, 2021.
The information contained in this Report on Form 6-K is hereby
incorporated by reference into the Company's registration statement
on Form F-3 (File No. 333-197740), filed with the U.S. Securities
and Exchange Commission (the "SEC") with an effective date of
August 13, 2014, and the Company's registration statement on Form
F-3 (File No. 333-237637), filed with the SEC with an effective
date of April 23, 2020.
PERFORMANCE SHIPPING INC.
January 15, 2021
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 on February 25, 2021 at 8:00 a.m. Eastern Standard Time.
Due to public health concerns raised by the COVID-19 pandemic, the
Meeting will be held in a virtual format only via the Internet at
www.virtualshareholdermeeting.com/PSHG2021.
You will not be able to attend the Meeting physically.
At the Meeting, holders of shares of the Company’s common stock
(the “Shareholders”) will consider and vote upon the following
proposals:
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1. |
To elect two
Class II Directors to serve until the 2024 Annual Meeting of
Shareholders (“Proposal One”);
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2. |
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, 2021 (“Proposal Two”); and
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3. |
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.
If you virtually attend the Meeting, you may revoke your proxy and
vote your shares in person.
WHETHER OR NOT YOU PLAN TO VIRTUALLY 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 15, 2021, 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,
Andreas Michalopoulos
Chief Executive Officer
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373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece
Tel: + (30) (216) 6002-400, Fax: + (30) (216) 6002-599
e-mail: ir@pshipping.com – www.pshipping.com
PERFORMANCE SHIPPING INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 15, 2021
NOTICE IS HEREBY given that the Annual Meeting of the holders of
shares of common stock (the “Shareholders”) of Performance Shipping
Inc. (the “Company”) will be held on February 25, 2021 at 8:00 a.m.
Eastern Standard Time (the “Meeting”). The Meeting will be
conducted completely as a virtual meeting via the Internet at
www.virtualshareholdermeeting.com/PSHG2021.
The Meeting will be held 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. |
To elect two
Class II Directors to serve until the 2024 Annual Meeting of
Shareholders;
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2. |
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, 2021; and
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3. |
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 January
6, 2021 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 VIRTUALLY
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.
Shareholders will need to provide the control number included in
the Notice or on the proxy card in order to be able to participate
in the Meeting. Shareholders may log into the virtual meeting
platform beginning at 7:55 a.m. Eastern Standard Time, on February
25, 2021.
If you virtually attend the Meeting, you may revoke your proxy and
vote in person.
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BY ORDER OF THE BOARD OF DIRECTORS
Andreas Michalopoulos
Secretary
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January 15, 2021
Athens, Greece
PERFORMANCE SHIPPING INC.
373 SYNGROU AVENUE
175 64 PALAIO FALIRO
ATHENS GREECE
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 25, 2021
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 of the Company (the
“Shareholders”) to be held virtually on February 25, 2021 at 8:00
a.m. Eastern Standard Time, 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 January 6, 2021.
VOTING RIGHTS AND OUTSTANDING SHARES
On January 6, 2021 (the “Record Date”), the Company had outstanding
5,082,726 shares of common stock, par value $0.01 per share (the
“Common 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. 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 Common 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 Capital Market
(“Nasdaq”) under the symbol “PSHG.”
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, 373 Syngrou Avenue,
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 Aliki Paliou
and Reidar Brekke, each a current Class II director, for
re-election as directors whose term would expire at the Company’s
2024 annual meeting of shareholders.
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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Aliki Paliou
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46
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Class II Director
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Reidar Brekke
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60
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Class II Director
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Aliki Paliou has
served as a Director since February 2020. She has also served as
Director, Vice-President and Treasurer of Unitized Ocean Transport
Limited since January 2020. From 2010 to 2015 she was employed as a
Director and Treasurer of Alpha Sigma Shipping Corp. Ms. Paliou
studied Theatre Studies at the University of Kent in Canterbury, UK
and obtained an M.A. in Scenography at Central Saint Martins School
of Art and Design in London, UK. In 2005 she graduated with honors
from the Greek School of Fine Art in Athens, Greece. She is the
daughter of Symeon Palios, our Chairman, and is married to Andreas
Michalopoulos, our Chief Executive Officer, Director, Treasurer and
Secretary.
Reidar Brekke has
served as an independent Director since June 1, 2010. Mr. Brekke
has been a principal, advisor and deal-maker in the international
energy, container logistics and transportation sector for the last
20+ years. Mr. Brekke is currently Partner of Brightstar Capital
Partners, a private equity firm focused on investing in closely
held, middle-market companies. From 2012–Sept 2018, he was
President of Intermodal Holdings LP, a company investing in
intermodal assets. In 2008 he started his own firm, Energy Capital
Solutions Inc., (New York and Florida) providing strategic and
financial advisory services to international shipping, logistics
and energy related companies. From 2003–2008 he served as Manager
of Poten Capital Services LLC, a registered broker-dealer
specializing in the maritime sector. Prior to 2003, Mr. Brekke was
C.F.O., then President and C.O.O., of SynchroNet Marine, a
logistics service provider to the global container transportation
industry. From 1994 to 2000, he held several senior positions with
American Marine Advisors, including Fund Manager of American
Shipping Fund I LLC, and C.F.O. of its broker dealer subsidiary.
Prior to this, Mr. Brekke was an Advisor for the Norwegian Trade
Commission in New York and Oslo, Norway, and a financial advisor in
Norway. Mr. Brekke graduated from the New Mexico Military Institute
in 1986 and in 1990 he obtained a MBA from the University of
Nevada, Reno. He has been an adjunct professor at Columbia
University’s School of International and Public Affairs–Center for
Energy, Marine Transportation and Public Policy, and is currently
on the board of directors of Scorpio Tankers Inc. (NYSE: STNG) and
two privately-held companies involved in compact equipment sales
and rentals and container rentals, sales and modifications.
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 (by participating
through the virtual meeting website) 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, 2021.
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 (by participating
through the virtual meeting website) 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, 2021. 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
Andreas Michalopoulos
Secretary
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January 15, 2021
Athens, Greece
