Form 8-K Eagle Bulk Shipping Inc. For: Jul 06

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 6, 2015

 

 

Eagle Bulk Shipping Inc.
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands	001-33831	98-0453513
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS employer identification no.)
477 Madison Avenue New York, New York		10022
(Address of principal executive offices)		(Zip Code)

 

(Registrant's telephone number, including area code): (212) 785-2500

 

 

(Former Name or Former Address, if Changed Since Last Report): None

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[_]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 5.02.

Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On July 7, 2015, the Board of Directors of Eagle Bulk Shipping Inc. (the “Company”) announced that it appointed Gary Vogel as Chief Executive Officer of the Company, effective as of September 1, 2015 (the “Effective Date”). Mr. Vogel will also join the Board of Directors of the Company. Mr. Vogel will succeed Stanley H. Ryan who will step down as interim Chief Executive Officer on the Effective Date. Mr. Ryan will remain on the Company’s Board of Directors.

 

Mr. Vogel, age 49, most recently was a Partner and served as a Director of Clipper Group Ltd., one of the world’s leading privately held ship owners and operators, and he served as co-Chief Executive Officer of Clipper Group Ltd. since January 23, 2013, and most recently as sole Chief Executive Officer. Mr. Vogel served as the Chief Executive Officer of Clipper Bulk, a division of Clipper Group Ltd. until January 23, 2013. He previously served as President or Managing Director of various other subsidiaries of Clipper Group Ltd., which he joined in 2000. Prior to his service with Clipper Group Ltd., Mr. Vogel was President of Van Ommeren Bulk Shipping (USA), Inc. Mr. Vogel graduated from the U.S. Merchant Marine Academy in 1988 with a Bachelor of Science degree in Marine Transportation as well as a U.S. Coast Guard Unlimited Tonnage 3^rd Officers License. Subsequently, he served as an officer in the U.S. Naval Reserve. Mr. Vogel is currently on the Lloyd’s Register of North America Advisory Committee, and is a former Board Member of the American Institute for International Steel. The Board of Directors selected Mr. Vogel to serve as a Director because of his valuable business and management experience related to his overseeing of Clipper Group’s fleet of approximately 125 vessels, including approximately 100 dry bulk vessels that are substantially similar to those comprising the Company’s fleet.

 

There are no arrangements or understandings between Mr. Vogel and any other persons pursuant to which he was selected as Chief Executive Officer, other than the Employment Agreement (as defined below). There are also no family relationships between Mr. Vogel and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The Company and Eagle Shipping International (USA) LLC entered into an employment agreement (the “Employment Agreement”) with Mr. Vogel on July 6, 2015. Pursuant to the Employment Agreement, Mr. Vogel will receive an annual base salary of $675,000 and will be eligible to receive a discretionary cash bonus as determined by the Compensation Committee of the Company’s Board of Directors with a target amount equal to 125% of his annual base salary, provided that such discretionary cash bonus shall equal no less than 85% of his annual base salary for the calendar year 2015, on a prorated basis. In addition, as soon as practicable after the Effective Date, Mr. Vogel shall receive 325,000 restricted shares of common stock of the Company (the “Common Stock”), an option to purchase 325,000 shares of Common Stock at an exercise price per share equal to the fair market value of the Common Stock as of the grant date, and an option to purchase 325,000 shares of Common Stock at an exercise price per share equal to the greater of $13.00 or the fair market value of the Common Stock as of the grant date, in each case, (i) subject to the terms of the Company’s 2014 Equity Incentive Plan and the applicable award agreement and (ii) pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D thereunder. The options shall have a five year term and shall vest ratably on each of the first four anniversaries of the Effective Date, subject to Mr. Vogel’s continued employment with the Company on each applicable vesting date. The restricted shares shall vest as to 100% of such restricted shares on the third anniversary of the Effective Date, subject to Mr. Vogel’s continued employment with the Company on the vesting date, subject to adjustment in the event Mr. Vogel’s employment is terminated by the Company without cause or by him for good reason, as set forth in the Employment Agreement. In the event that Mr. Vogel’s employment is terminated by the Company without cause or by him for good reason, Mr. Vogel will become entitled to receive the following as severance: (i) an amount equal to one and one half times (1.5x) the sum of his annual base salary plus 75% of his target annual bonus, (ii) to the extent he timely elects COBRA continuation coverage, Mr. Vogel will be reimbursed for the costs of COBRA premiums for 18 months following termination and (iii) all equity awards in the Company held by Mr. Vogel will vest as if Mr. Vogel remained employed for an additional year beyond the date of termination. Mr. Vogel is subject to nonsolicitation and noncompetition covenants during the course of his employment and for 12 months following termination of employment for any reason.

 

 

Item 7.01.     Regulation FD Disclosure.

 

On July 7, 2015, the Company issued a press release announcing Mr. Vogel’s appointment as Chief Executive Officer and that Mr. Ryan would resume his role as an independent director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

The information furnished under this heading on this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01      Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number	Description
99.1	Press release, issued by Eagle Bulk Shipping Inc., dated July 7, 2015

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 

	EAGLE BULK SHIPPING INC.
	(registrant)
Dated: July 10, 2015	By:	/s/ Adir Katzav
	Name:	Adir Katzav
	Title:	Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
99.1	Press release, issued by Eagle Bulk Shipping Inc., dated July 7, 2015

    

 

 

Exhibit 99.1

 

Eagle Bulk Shipping Inc.'s Board of Directors Appoints Gary Vogel as Chief Executive Officer

 

New York, NY, July 7, 2015 -- The Board of Directors of Eagle Bulk Shipping Inc. (Nasdaq: EGLE) (the “Company” or “Eagle Bulk”) today announced that it has appointed Gary Vogel as Chief Executive Officer of Eagle Bulk, effective September 1, 2015. In addition to his new position, Mr. Vogel will also join the Board of Directors of the Company. Mr. Vogel will succeed Stanley H. Ryan, who will remain CEO until September 1 and then resume his position as an independent director of the Company.

 

Paul M. Leand, Jr., Chairman of the Board of the Company, commented, “Gary Vogel brings over 25 years of experience as an operator in the geared dry bulk sector and has a proven track record of success, most recently as the CEO of Clipper Group. Bringing him to Eagle Bulk enhances our Company by adding a world-class commercial operator and expands our skill platform. Looking forward, Eagle Bulk can now grow from being a tonnage provider to creating value in multiple dimensions -- most importantly by focusing on value-added performance and above index returns.”

 

“With Gary's arrival, we are pleased that Stan's service as an independent director can continue,” Mr. Leand added. “Stan has been a successful agent of change for the organization and is responsible for Eagle Bulk being in the position to take advantage of the opportunities now afforded us. Stan's strong focus on leadership and end to end operational excellence has noticeably uplifted the Company. We're grateful for the acceleration of business improvements and momentum going forward.”

 

Current CEO Stanley H. Ryan noted, “This is a significant step forward for Eagle Bulk. We are fortunate to have Gary and the deep commercial experience he brings. I am looking forward to working with him in his role as CEO and a fellow director.”

 

Mr. Vogel observed, "Eagle Bulk's fleet of 44 supramax bulk carriers makes it one of the largest operators of geared tonnage, and I look forward to working with the Eagle Bulk team to create meaningful value through active operating, arbitrage and risk management, as well as best in class operations. Eagle Bulk is also uniquely positioned to take advantage of current market opportunities and I am excited to begin to renew and grow the fleet and to solidify Eagle Bulk's position as the premier public dry bulk geared owner/operator.”

 

About Eagle Bulk Shipping Inc.

 

Eagle Bulk Shipping Inc. is a Marshall Islands corporation headquartered in New York. The Company is a leading global owner of Supramax dry bulk vessels that range in size from 50,000 to 60,000 deadweight tons and transport a broad range of major and minor bulk cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide shipping routes.

 

Forward-Looking Statements

 

Matters discussed in this release may constitute forward-looking statements. Forward- looking statements reflect management's current expectations and observations with respect to future events and financial performance. Where the Company expresses an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, the Company's forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements.

 

The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors which could include the following: (i) changes in demand in the dry bulk market, including, without limitation, changes in production of, or demand for, commodities and bulk cargoes, generally or in particular regions; (ii) greater than anticipated levels of dry bulk vessel new building orders or lower than anticipated rates of dry bulk vessel scrapping; (iii) changes in rules and regulations applicable to the dry bulk industry, including, without limitation, legislation adopted by international bodies or organizations such as the International Maritime Organization and the European Union or by individual countries; (iv) actions taken by regulatory authorities; (v) changes in trading patterns significantly impacting overall dry bulk tonnage requirements; (vi) changes in the typical seasonal variations in dry bulk charter rates; (vii) changes in the cost of other modes of bulk commodity transportation; (viii) changes in general domestic and international political conditions; (ix) changes in the condition of the Company's vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking costs); (x) the outcome of our discussions with the agent of our credit facility regarding the calculation of collateral covenants, (xi) the outcome of legal proceedings in which we are involved and (xii) other factors listed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. The Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

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