SB » Topics » Advance notice requirements for stockholder proposals and director nominations

This excerpt taken from the SB 6-K filed Jun 8, 2009.

Advance notice requirements for stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary.

Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the previous year’s annual meeting. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may impede

71


stockholders’ ability to bring matters before an annual meeting of stockholders or to make nominations for directors at an annual meeting of stockholders.

 

 

C.

Material Contracts

The following is a summary of each material contract that we have entered into outside the ordinary course of business during the two year period immediately preceding the date of this annual report. Such summaries are not intended to be complete and reference is made to the contracts themselves, which are exhibits to this annual report.

 

 

 

 

(a)

Management Agreement, dated May 29, 2008, between Safety Management Overseas S.A. and Safe Bulkers, Inc. For a description of the Management Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreement.”

 

 

 

 

(b)

Restrictive Covenant Agreement, dated May 29, 2008, between Safe Bulkers, Inc. Vorini Holdings Polys Hajioannou, SafeFixing Corporation and Machairiotissa Holdings Inc. For a description of this Restrictive Covenant Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements.”

 

 

 

 

(c)

Restrictive Covenant Agreement, dated May 29, 2008, between Safe Bulkers, Inc. and Polys Hajioannou. For a description of this Restrictive Covenant Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements.”

 

 

 

 

(d)

Restrictive Covenant Agreement, dated May 29, 2008, between Safe Bulkers, Inc. and Nicolaos Hadjioannou. For a description of this Restrictive Covenant Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements.”

 

 

 

 

(e)

Stockholder Rights Agreement, dated May 14, 2008, between Safe Bulkers, Inc. and American Stock Transfer & Trust Company, as Rights Agent. For a description of the Stockholder Rights Agreement, please see “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholder Rights Plan.”

 

 

 

 

(f)

Registration Rights Agreement, dated May 14, 2008, between Safe Bulkers, Inc. and Vorini Holdings. For a description of the Registration Rights Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement.”

 

 

 

 

(g)

Credit Facilities. For a description of our credit facilities please see Note 8 to our financial statements at the end of this annual report.

 

 

 

 

(h)

Shipbuilding Contract, dated December 6, 2006, between Eptaprohi Shipping Corporation and Jiangsu Rongsheng Heavy Industries Group Co., Ltd for the construction and purchase of HN 1074. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

 

(i)

Shipbuilding Contract, dated December 6, 2006, between Maxpente Shipping Corporation and Jiangsu Rongsheng Heavy Industries Group Co., Ltd for the construction and purchase of HN 1075. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

 

(j)

Memorandum of Agreement, dated October 26, 2007, between Songa Shipping Pte Ltd. and Maxdodeka Shipping Corporation for the construction and purchase of HN 1039. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

72


 

 

 

 

(k)

Memorandum of Agreement, dated October 26, 2007, between Songa Shipping Pte Ltd. and Maxdekatria Shipping Corporation for the construction and purchase of HN 1050. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

 

(l)

Memorandum of Agreement, dated July 4, 2008, between Cosmos World Maritime S.A. and Shikoku Friendship Shipping Company for the construction and purchase of HN 1579. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

D.

Exchange Controls and Other Limitations Affecting Security Holders

 

 

 

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common stock.

 

 

 

E.

Tax Considerations

This excerpt taken from the SB 20-F filed May 19, 2009.

Advance notice requirements for stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary.

Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the previous year’s annual meeting. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may impede

71


stockholders’ ability to bring matters before an annual meeting of stockholders or to make nominations for directors at an annual meeting of stockholders.

 

 

C.

Material Contracts

The following is a summary of each material contract that we have entered into outside the ordinary course of business during the two year period immediately preceding the date of this annual report. Such summaries are not intended to be complete and reference is made to the contracts themselves, which are exhibits to this annual report.

 

 

 

 

(a)

Management Agreement, dated May 29, 2008, between Safety Management Overseas S.A. and Safe Bulkers, Inc. For a description of the Management Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreement.”

 

 

 

 

(b)

Restrictive Covenant Agreement, dated May 29, 2008, between Safe Bulkers, Inc. Vorini Holdings Polys Hajioannou, SafeFixing Corporation and Machairiotissa Holdings Inc. For a description of this Restrictive Covenant Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements.”

 

 

 

 

(c)

Restrictive Covenant Agreement, dated May 29, 2008, between Safe Bulkers, Inc. and Polys Hajioannou. For a description of this Restrictive Covenant Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements.”

 

 

 

 

(d)

Restrictive Covenant Agreement, dated May 29, 2008, between Safe Bulkers, Inc. and Nicolaos Hadjioannou. For a description of this Restrictive Covenant Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements.”

 

 

 

 

(e)

Stockholder Rights Agreement, dated May 14, 2008, between Safe Bulkers, Inc. and American Stock Transfer & Trust Company, as Rights Agent. For a description of the Stockholder Rights Agreement, please see “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholder Rights Plan.”

 

 

 

 

(f)

Registration Rights Agreement, dated May 14, 2008, between Safe Bulkers, Inc. and Vorini Holdings. For a description of the Registration Rights Agreement, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement.”

 

 

 

 

(g)

Credit Facilities. For a description of our credit facilities please see Note 8 to our financial statements at the end of this annual report.

 

 

 

 

(h)

Shipbuilding Contract, dated December 6, 2006, between Eptaprohi Shipping Corporation and Jiangsu Rongsheng Heavy Industries Group Co., Ltd for the construction and purchase of HN 1074. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

 

(i)

Shipbuilding Contract, dated December 6, 2006, between Maxpente Shipping Corporation and Jiangsu Rongsheng Heavy Industries Group Co., Ltd for the construction and purchase of HN 1075. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

 

(j)

Memorandum of Agreement, dated October 26, 2007, between Songa Shipping Pte Ltd. and Maxdodeka Shipping Corporation for the construction and purchase of HN 1039. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

72


 

 

 

 

(k)

Memorandum of Agreement, dated October 26, 2007, between Songa Shipping Pte Ltd. and Maxdekatria Shipping Corporation for the construction and purchase of HN 1050. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

 

(l)

Memorandum of Agreement, dated July 4, 2008, between Cosmos World Maritime S.A. and Shikoku Friendship Shipping Company for the construction and purchase of HN 1579. For a description of other key details relating to this contract, please see “Item 4. Information on the Company—B. Business Overview—Our Fleet and Newbuilds”.

 

 

 

D.

Exchange Controls and Other Limitations Affecting Security Holders

 

 

 

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common stock.

 

 

 

E.

Tax Considerations

EXCERPTS ON THIS PAGE:

6-K
Jun 8, 2009
20-F
May 19, 2009
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