Eagle Bulk Shipping Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-04-09: Form 8-K; Period of report 2024-04-09; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2024-04-05: Form 8-K; Period of report 2024-04-05; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2024-03-01: Form 8-K; Period of report 2024-03-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2024-01-18: Form 8-K; Period of report 2024-01-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-04-09 | 8-K | 2024-04-09 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 As described above, on April 9, 2024, Merger Sub merged with and into Eagle. 2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.01 On March 28, 2024, Eagle notified the New York Stock Exchange (the “NYSE”) that, at the Effective Time, each share of Eagle Common Stock issued and outstanding immediately prior to the Effective Time (excluding Eagle Common Stock held by Eagle, Star Bulk, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries) would be automatically converted into the right to receive 2.6211 shares of Star Bulk Common Stock and any cash payable in respect of fractional shares, and requested that the NYSE file with the SEC on Form 25 a notification of delisting of Eagle Common Stock and the associated preferred stock purchase rights and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of Eagle Common Stock and the associated preferred stock purchase rights. 3.03 Eagle shareholders as of immediately prior to the Effective Time ceased to have any rights with respect to the shares of Eagle Common Stock, except for the right to receive 2.6211 shares of Star Bulk Common Stock and any cash payable in respect of fractional shares. 5.01 As a result of the Merger, Eagle became a wholly owned subsidiary of Star Bulk as of the Effective Time. 5.02 At the Effective Time, in accordance with the terms of the Merger Agreement, all of the directors of Eagle ceased serving as directors of Eagle or as members of any and all committees of Eagle’s board of directors. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of Merger Sub became the certificate of incorporation and bylaws of Eagle as the surviving corporation. | egle-20240409.htm |
| 2024-04-05 | 8-K | 2024-04-05 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On April 5, 2024, Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”), held a virtual special meeting of shareholders (the “Special Meeting”) to consider and vote on the following proposals: (1) a proposal to approve and authorize the Agreement and Plan of Merger, dated as of December 11, 2023 (the “Merger Agreement”), entered into by and among Star Bulk Carriers Corp. (“Star Bulk”), Star Infinity Corp. and the Company and the merger contemplated by the Merger Agreement (the “Merger Proposal”); (2) a proposal to authorize and approve the issuance of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable upon the potential future conversion of the Company’s 5.00% Convertible Senior Notes due 2024 in excess of the conversion share cap set forth in the Indenture, dated as of July 29, 2019, between the Company and Deutsche Bank Trust Company Americas (the “Convertible Note Share Issuance Proposal”); (3) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to the Company’s named executive officers in connection with the merger contemplated by the Merger Agreement (the “Advisory Compensation Proposal”); and (4) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal and/or the Convertible Note Share Issuance Proposal (the “Adjournment Proposal” and, together with the Merger Proposal, the Convertible Note Share Issuance Proposal and the Advisory Compensation Proposal, the “Proposals”). 7.01 On April 5, 2024, the Company issued a press release announcing the Special Meeting voting results. | egle-20240405.htm |
| 2024-03-01 | 8-K | 2024-03-01 | 2.02 Results of Operations and Financial Condition | 2.02 On March 1, 2024, Eagle Bulk Shipping Inc. (the “Company”) issued a press release regarding its financial results for the quarter and year ended December 31, 2023. | egle-20240301.htm |
| 2024-01-18 | 8-K | 2024-01-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 17, 2024, Randee E. Day informed Eagle Bulk Shipping Inc. (the “Company”) of her decision to resign as a member of the Board of Directors (the “Board”) of the Company, effective January 18, 2024. | egle-20240118.htm |