Pangaea Logistics Solutions (PANL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, to elect directors, ratify auditor, and approve executive compensation on an advisory basis.

• Shareholders of record as of March 17, 2026, are entitled to vote; 65,318,647 common shares outstanding, each with one vote.

• Proxies may be submitted by mail or Internet; quorum requires at least two shareholders representing 33% of shares.

• No appraisal rights are proposed; all business to be transacted is listed in the proxy.

Voting matters and shareholder proposals

• Election of four Class III directors (terms expiring 2029), one Class I director (2027), and one Class II director (2028).

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Advisory, non-binding vote on executive compensation for 2025.

• Board recommends voting FOR all proposals; majority of votes cast required for approval.

• Shareholder proposals for 2027 meeting must be received by January 31, 2027.

Board of directors and corporate governance

• Board consists of ten members, divided into three classes; all director nominees have extensive industry and board experience.

• Board independence affirmed for all non-executive directors and committee members.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual director and officer questionnaires used to assess independence and related party transactions.

• Non-employee directors receive cash and restricted stock awards; 2025 compensation ranged from $215,000 to $295,000.