DORIAN LPG LTD.
For the period ended Sep 10, 2026. Filed Jul 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 10, 2026 · Filed Jul 27, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant☑
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Dorian LPG Ltd.
(Name of Registrant as Specified in Charter)
Not applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of filing fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11. |
July 27, 2026
To Our Shareholders:
It is our pleasure to invite you to attend our 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held at 11:00 AM EDT on September 10, 2026 at the offices of Dorian LPG (USA) LLC, located at 27 Signal Road, Stamford, CT 06902.
At the Annual Meeting, you will be asked to (i) re-elect three directors to serve on the Company’s board of directors (the “Board” or “Board of Directors”) until the 2029 annual meeting of shareholders, (ii) ratify the appointment of Deloitte Certified Public Accountants S.A. as our auditors for the fiscal year ending March 31, 2027, (iii) approve, on an advisory, non-binding basis, the compensation of our named executive officers, (iv) approve, on an advisory, non-binding basis, of “TWO YEARS” as the frequency of future advisory shareholder votes on the compensation of our named executive officers and (v) approve an amendment and restatement to the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Second Amended and Restated 2014 Equity Incentive Plan”). The Board of Directors unanimously recommends that you vote your shares (i) “FOR” the re-election of Marit Lunde, Christina Tan and Christopher J. Wiernicki to the Board of Directors; (ii) “FOR” the ratification of the appointment of Deloitte Certified Public Accountants S.A. as the Company’s independent auditors for the fiscal year ending March 31, 2027; (iii) “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this proxy statement; (iv) “FOR” the approval, on an advisory, non-binding basis, of “TWO YEARS” as the frequency of future advisory shareholder votes on the compensation of our named executive officers; and (v) “FOR” the approval of the Second Amended and Restated 2014 Equity Incentive Plan to increase the number of shares of common stock available for awards under the plan by 2,500,000 shares and to incorporate other modifications to the plan, including provisions expressly addressing the granting of certain performance-based stock units awards under the plan.
You may vote via the Internet, by telephone or by mailing the completed proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously voted your proxy. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting.
We are proud that you have chosen to invest in Dorian LPG Ltd. On behalf of our management and directors, thank you for your continued support and confidence in 2026.
Very truly yours,
/s/ John C. Hadjipateras
John C. Hadjipateras
Chairman of the Board of Directors
Notice of Annual Meeting of Shareholders of Dorian LPG Ltd.
| Date of Meeting: | September 10, 2026 |
|---|---|
| Time: | 11:00 AM EDT |
| Place: | 27 Signal Road, Stamford, CT 06902 |
| Items of Business: | We are holding the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) for the following purposes: |
| | ●to re-elect directors to serve on the Board of Directors until the 2029 annual meeting of shareholders; |
| | ●to ratify the selection of Deloitte Certified Public Accountants S.A. (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending March 31, 2027;●to approve, on an advisory, non-binding basis, the compensation of our named executive officers; ●to approve, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers; |
| | ●to approve an amendment and restatement to our Amended and Restated 2014 Equity Incentive Plan (the “Second Amended and Restated 2014 Equity Incentive Plan”) to increase the number of shares of our common stock available for awards under the plan by 2,500,000 shares and other modifications to the plan, including to incorporate provisions expressly addressing the granting of certain performance-based stock unit (“PSU”) awards under the plan; and●to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
| | The attached proxy statement (the “Proxy Statement”) describes these items in more detail. |
| Record Date: | July 14, 2026 |
| Voting: | Whether or not you plan to attend, we urge you to review these materials carefully and to vote by Internet, telephone or by submitting your proxy card as promptly as possible. Please vote as soon as possible, even if you plan to attend the Annual Meeting in person. You have three options for submitting your vote prior to the date of the Annual Meeting: Internet, telephone or mail. In accordance with New York Stock Exchange (“NYSE”) rules, your broker will not be able to vote your shares with respect to any non-routine matters if you have not given your broker specific instructions to do so. The only routine matter to be voted on at the Annual Meeting is the ratification of the selection of our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 2). The election of directors (Proposal 1), the advisory vote on the approval of the compensation of our named executive officers (Proposal 3), the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers (Proposal 4), and the approval of the Second Amended and Restated 2014 Equity Incentive Plan to increase the number of shares of our common stock available for awards under the plan by 2,500,000 shares and other modifications to the plan, including to incorporate provisions expressly addressing the granting of certain PSU awards under the plan (Proposal 5) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may occur with respect to such proposals. |
| | |
|---|---|
| | By order of the Board of Directors |
| | |
| | /s/ John C. Hadjipateras |
| | John C. Hadjipateras |
| | Chairman of the Board of Directors |
| | July 27, 2026 |
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