Report of Foreign Issuer (6-k)
December 28 2018 - 4:25PM
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: December 28, 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 ☒
Results of the Annual Meeting of Stockholders
On December 21, 2018, the Company held its 2018 Annual Meeting of Stockholders (the Annual Meeting). The record date for the
Annual Meeting was November 28, 2018. As of the record date, a total of 124,706,280 shares of the Companys common stock were entitled to vote at the Annual Meeting. There were 67,344,044 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 Efstathios Loizos, George Malanga
and John Stratakis as Class A Directors of the Company, whose terms, upon election, will expire in 2021.
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For
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Withhold
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Efstathios Loizos
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64,287,479
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3,056,565
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George Malanga
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64,334,608
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3,009,436
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John Stratakis
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63,520,105
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3,823,939
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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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38,715,743
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27,907,165
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721,136
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3.
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Reverse Stock Split of the Common Stock of the Company
. The Company proposed an amendment to the Charter
to effectuate
effect a reverse split of the Companys issued and outstanding common stock, at a ratio of
one-for-ten,
with cash being paid in lieu of any
fractional share of common stock (the Reverse Stock Split). The Companys stockholders voted to approve the amendment to the Companys charter to effectuate the Reverse Stock Split. A copy of the amendment to the Companys
charter to effectuate the Reverse Stock Split is included as Exhibit 1.1 to this Report Of Foreign Private Issuer
on Form
6-K.
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For
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Against
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Abstain
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63,273,437
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3,907,976
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162,631
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4.
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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, 2018.
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For
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Against
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Abstain
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65,500,283
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1,217,227
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626,534
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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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Name:
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Angeliki Frangou
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Title:
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Chief Executive Officer
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Date:
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December 28, 2018
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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1.1
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Articles of Amendment of the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall Islands on December 27, 2018.
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