Pangaea Logistics Solutions (PANL) Proxy Filing summary

Executive summary

• A special meeting is scheduled for December 2, 2024, to approve the issuance of shares for a merger with Renaissance Holdings LLC, a subsidiary of Strategic Shipping Inc. (SSI).

• The merger will add 15 handy-size bulk vessels to the fleet, expanding operational capacity and market reach.

• SSI will receive shares representing 25–30% of the outstanding common stock, making it a significant shareholder.

• The transaction is structured as a non-cash, net asset value-to-net asset value exchange.

• The board unanimously recommends voting in favor of the share issuance and any necessary adjournment.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approving the issuance of merger shares (Proposal 1); (2) adjourning or postponing the meeting if more votes are needed (Proposal 2).

• Approval of Proposal 1 is a condition for closing the merger; failure to approve will terminate the agreement.

• Both proposals require a majority of shares present in person or by proxy to pass.

• Abstentions count as votes against; broker non-votes are not counted.

Board of directors and corporate governance

• SSI will have the right to designate up to two directors to the board immediately after closing, with at least one being independent.

• Board size will increase to nine, and SSI’s nominees will serve on the compensation committee.

• SSI’s board representation rights scale down if its ownership falls below 20% or 10%.