DORIAN LPG LTD
For the period ended Sep 20, 2024. Filed Jul 29, 2024.
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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 20, 2024 · Filed Jul 29, 2024
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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 Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o 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. | |
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July 29, 2024
To Our Shareholders:
It is our pleasure to invite you to attend our 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held at 11:00 AM EDT on September 20, 2024 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 2027 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, 2025 and (iii) approve, on an advisory, non-binding basis, the compensation of our named executive officers. The Board of Directors unanimously recommends that you vote your shares (i) “FOR” the re-election of Øivind Lorentzen, Ted Kalborg and John C. Lycouris 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, 2025; and (iii) “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this proxy statement.
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 2024.
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 20, 2024 |
|---|---|
| Time: | 11:00 AM EDT |
| Place: | 27 Signal Road, Stamford, CT 06902 |
| Items of Business: | We are holding the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) for the following purposes: |
| | ●to re-elect directors to serve on the Board of Directors until the 2027 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, 2025;●to approve, on an advisory, non-binding basis, the compensation of our named executive officers; 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 22, 2024. |
| 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, 2025 (Proposal 2). The election of directors (Proposal 1) and the advisory vote on the approval of the compensation of our named executive officers (Proposal 3) 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 exist in connection with such proposal. |
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|---|---|
| | By order of the Board of Directors |
| | |
| | |
| | /s/ John C. Hadjipateras |
| | |
| | John C. Hadjipateras |
| | Chairman of the Board of Directors |
| | July 29,2024 |
Table of Contents
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| Proxy Statement | 1 |
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| Proxy Solicitation and Voting Information | 1 |
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| Questions and Answers About the Annual Meeting and Voting | 1 |
| Why am I receiving these proxy materials? | 1 |
| What am I voting on? | 1 |
| Who is soliciting my vote? | 2 |
| How does the Board of Directors recommend shareholders vote? | 2 |
| How do I vote? | 2 |
| Will my shares be voted if I do nothing? | 2 |
| How do I know if I am a beneficial owner of shares? | 3 |
| How can I revoke my proxy? | 3 |
| Who can attend the Annual Meeting? | 3 |
| Who is entitled to vote? | 3 |
| How many votes must be present to hold the Annual Meeting? | 4 |
| What are broker non-votes? | 4 |
| What vote is required to adopt each of the proposals? | 4 |
| Who counts the votes? | 5 |
| When will the voting results be announced? | 5 |
| How can I access the proxy materials on the Internet? | 5 |
| Annual Meeting Procedures | 5 |
| Expenses of Solicitation | 7 |
| Householding | 7 |
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| Proposal 1 Election of Directors | 8 |
| Nominees for Re-election for a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders | 9 |
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| Executive Officers | 12 |
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| Board Meetings and Board Committee Information | 13 |
| Meetings | 13 |
| Committees and Committee Charters | 13 |
| Audit Committee | 13 |
| Compensation Committee | 14 |
| Nominating and Corporate Governance Committee and Director Nominations | 14 |
| Role of the Nominating and Corporate Governance Committee | 14 |
| Director Nomination Process | 15 |
| Compensation Committee Interlocks and Insider Participation | 16 |
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| Report of the Audit Committee | 17 |
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| Corporate Governance Matters | 18 |
| Corporate Governance Guidelines | 18 |
| Director Independence | 18 |
| Code of Conduct and Ethics | 19 |
| Business Relationships and Related Person Transactions Policy | 19 |
| Board Leadership Structure | 20 |
| Executive Sessions of Independent Directors | 20 |
| Communications with the Board | 20 |
| The Board’s Role in Risk Oversight | 21 |
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| Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 23 |
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| Proposal 2 To Ratify the Selection of Deloitte Certified Public Accountants S.A. as the Company’s Independent Registered Public Accounting Firm for the Year Ending March 31, 2025 | 25 |
| Audit Fees | 25 |
| Audit Committee Pre-Approval Policies and Procedures | 25 |
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| Proposal 3 Advisory Vote to Approve the Compensation of our Named Executive Officers | 26 |
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| Director Compensation | 27 |
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| Executive Compensation | 28 |
| Compensation Discussion and Analysis | 28 |
| General | 28 |
| Role of the Compensation Committee | 29 |
| Role of the CEO in Setting CEO and Other Executives’ Compensation | 30 |
| Elements of the Fiscal Year 2025 Executive Officer Compensation Program | 31 |
| Retirement Benefits | 34 |
| Summary Compensation Table | 36 |
| Narrative Disclosure to the Summary Compensation Table | 36 |
| Equity Compensation | 36 |
| 2014 Equity Incentive Plan | 39 |
| Equity Compensation Plans Table | 40 |
| Retirement Benefits | 40 |
| 2014 Executive Severance and Change in Control Severance Plan | 40 |
| Compensation Committee Interlocks and Insider Participation | 44 |
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| Certain Relationships and Related Transactions and Director Independence | 44 |
| Delinquent Section 16(A) Reports | 46 |
| Shareholder Proposals for 2025 Annual Meeting of Shareholders | 46 |
| Other Business | 46 |
| Appendix A — Reconciliation of Non-GAAP Financial Measures | 48 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.