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Exchange Act of 1934 (Amendment No. )
Filed by a Party other than the Registranto
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
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First Floor, The Hayward Building
22 Bermudiana Road
Hamilton HM 11, Bermuda
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22 Bermudiana Road
Hamilton HM 11, Bermuda
ANNUAL GENERAL MEETING OF SHAREHOLDERS
June 12, 2006
• | Proposal 1 — the election of one Class II Director to our Board of Directors to serve for a three-year term; | |
• | Proposal 2 — the approval of an amendment to our bye-laws to allow the number of directors to be determined by our Board of Directors; and | |
• | Proposal 3 — the appointment of Moore Stephens International Limited as our independent registered public accounting firm for the fiscal year ending December 31, 2006 and the authorization of the Board of Directors, acting through the Audit Committee, to determine the independent registered public accounting firm’s fees. |
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22 Bermudiana Road
Hamilton HM 11, Bermuda
For
ANNUAL GENERAL MEETING OF SHAREHOLDERS
• | Proposal 1 — the election of one Class II Director to our Board to serve for a three-year term; | |
• | Proposal 2 — the approval of an amendment to our bye-laws to allow the number of directors to be determined by the Board; and | |
• | Proposal 3 — the appointment of Moore Stephens International Limited as our independent registered public accounting firm for the fiscal year ending December 31, 2006 and the authorization of the Board, acting through the Audit Committee, to determine the independent registered public accounting firm’s fees. |
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• | a form of government-issued identification (e.g., a passport). Trustees who are individuals and named as shareholders of record are in this category. |
• | a form of government-issued identification (e.g., a passport) AND either: |
• | you must bring to the Annual General Meeting a letter from that shareholder of record authorizing you to attend the Annual General Meeting on their behalf OR | |
• | WE MUST HAVE RECEIVED AT OUR REGISTERED OFFICE BY 11:59 P.M., ATLANTIC TIME, ON JUNE 9, 2006 a duly executed proxy card from the shareholder of record appointing you as proxy. |
• | a form of government-issued identification (e.g., a passport) AND either: |
• | a proxy that you have obtained from your bank or broker OR | |
• | your most recent brokerage account statement or a recent letter from your bank or broker showing that you own Arlington Tankers shares. |
• | a letter from the beneficial owner authorizing you to represent its shares at the Annual General Meeting AND | |
• | the identification and documentation specified above for individuals. |
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• | If you represent a corporation, you must: |
• | bring to the Annual General Meeting a letter or other document from the corporation, on the corporation’s letterhead and signed by an officer of the corporation, that authorizes you to vote its shares on its behalf OR | |
• | WE MUST HAVE RECEIVED AT OUR REGISTERED OFFICE BY 11:59 P.M., ATLANTIC TIME, ON JUNE 9, 2006 a duly executed proxy card from the corporation appointing you as its proxy. |
• | If you represent a trust, partnership or other legal entity, WE MUST HAVE RECEIVED AT OUR REGISTERED OFFICE BY 11:59 P.M., ATLANTIC TIME, ON JUNE 9, 2006 a duly executed proxy card from the legal entity appointing you as its proxy. A letter or other document will not be sufficient for you to vote on behalf of a trust, partnership or other legal entity. |
• | present the proxy at check-in at the Annual General Meeting AND | |
• | bring to the Annual General Meeting a letter from the person or entity named on the proxy that authorizes you to vote its shares at the Annual General Meeting. |
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• | a vote FOR the nominee for Class II Director to serve for a three-year term (Proposal 1); | |
• | a vote FOR the approval of the amendment to our bye-laws (Proposal 2); and | |
• | a vote FOR the appointment of Moore Stephens International Limited as our independent registered public accounting firm for the fiscal year ending December 31, 2006 and the authorization of the Board, acting through the Audit Committee, to determine the independent registered public accounting firm’s fees (Proposal 3); |
• | sending us a written notice of revocation prior to the Annual General Meeting; | |
• | attending the Annual General Meeting and voting in person; OR | |
• | ensuring that we receive from you AT OUR REGISTERED OFFICE BY 11:59 P.M., ATLANTIC TIME, ON JUNE 9, 2006 a new proxy card with a later date. |
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as a Class II Director for a term ending at our 2009 annual general meeting.
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Annual Compensation | ||||||||||||||||||||
Other | ||||||||||||||||||||
Annual | All Other | |||||||||||||||||||
Name and Principal Position | Fiscal Year | Salary | Bonus | Compensation(1) | Compensation | |||||||||||||||
Arthur L. Regan | 2005 | $ | 230,000 | — | — | — | ||||||||||||||
President and Co-Chief | 2004 | $ | 57,500 | (2) | — | — | — | |||||||||||||
Executive Officer | ||||||||||||||||||||
Edward Terino | 2005 | $ | 105,000 | (3) | — | — | — | |||||||||||||
Co-Chief Executive Officer | 2004 | — | — | — | — | |||||||||||||||
and Chief Financial Officer | ||||||||||||||||||||
Tara L. Railton(4) | 2005 | $ | 75,000 | (4) | — | — | $ | 48,750 | (5) | |||||||||||
2004 | $ | 37,500 | (4) | — | — | — |
(1) | There were no benefits or perquisites that were not available to all employees. | |
(2) | Mr. Regan’s employment with the Company began on October 1, 2004. His annual salary for 2004 was $230,000. | |
(3) | Mr. Terino joined the Company on July 5, 2005. His annual salary for 2005 was $210,000. | |
(4) | Ms. Railton’s employment with the Company began on October 1, 2004. Her annual salary for 2004 and 2005 was $150,000. Ms. Railton resigned from the position of Chief Financial Officer of the Company on July 1, 2005. |
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(5) | Ms. Railton’s compensation for 2005 includes a lump sum payment of $37,500, representing three months salary, and $11,250, representing accrued and unpaid pension on July 1, 2005, each paid on July 1, 2005 under the terms of a Termination Agreement between the Company and Ms. Railton, dated as of July 1, 2005 that is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 1, 2005. |
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Shares Beneficially Owned(2) | ||||||||
Name and Address of Beneficial Owner(1) | Number | Percentage | ||||||
Stena and Concordia entities and related persons(3) | 2,225,205 | 14.4 | % | |||||
Wellington Management Company, LLP(4) | 1,698,600 | 11.0 | % | |||||
UST Corporation(5) | 865,292 | 5.6 | % | |||||
Michael K. Drayton | 445 | * | ||||||
E. Grant Gibbons | 0 | * | ||||||
Stephen O. Jaeger | 3,000 | * | ||||||
Tara Railton | 3,000 | * | ||||||
Arthur Regan | 3,000 | * | ||||||
Edward Terino | 0 | * | ||||||
All directors and executive officers as a group (5 persons) | 9,445 | * |
* | Less than 1% of our outstanding common shares. | |
(1) | Unless otherwise indicated, the address of each beneficial owner listed is c/o Arlington Tankers Ltd., First Floor, The Hayward Building, 22 Bermudiana Road, Hamilton HM 11, Bermuda | |
(2) | The number of common shares beneficially owned by each person is determined under rules promulgated by the Securities and Exchange Commission, or SEC. For each person, the “Number of Shares Beneficially Owned” column may include common shares attributable to the person because of that person’s voting or investment power or other relationship. Unless otherwise indicated, each person in the table has sole voting and investment power over the shares listed. The inclusion in the table of any shares, however, does not constitute an admission of beneficial ownership of those shares by the named shareholder. | |
(3) | Includes 2,225,205 shares beneficially owned by Dan Sten Olsson, 1,534,784 shares beneficially owned by Concordia Maritime AB, 1,534,784 shares beneficially owned by Madeline Olsson Eriksson, 1,534,784 shares beneficially owned by Stefan Sten Olsson, 1,534,784 shares beneficially owned by Stena Sessan AB, 690,421 shares owned by Stena AB, 690,421 shares beneficially owned by Stena (Switzerland) AG, 767,392 shares beneficially owned by CM V-MAX I Limited and 767,392 shares beneficially owned by CM V-MAX II Limited. All of the information in this footnote is based on the Schedule 13G filed by Stena (Switzerland) AG (on behalf of each of the holders referenced by this footnote) on February 10, 2005. The Schedule 13G states that each of the referenced holders has shared voting and dispositive power over our common shares listed as owned by such holder. The address of the business |
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office of each of Dan Sten Olsson, Madeleine Olsson Eriksson, Stefan Sten Olsson, Stena, Stena Sessan and Concordia is Masthuggskajen, SE-405 19 Gothenburg, Sweden. The address of the business office of each of Stena Switzerland is Bahnhofplatz, CH-6300 Zug, Switzerland. The address of the business office of each of V-Max I and V-Max II is c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. | ||
(4) | Based on the Schedule 13G filed by Wellington Management Company, LLP on February 14, 2006. The Schedule 13G states that Wellington has shared voting power over 924,200 of our common shares, and shared dispositive power over 1,698,600 of our common shares. The address for Wellington Management Company LLP is 75 State Street Boston, MA 02109. | |
(5) | Based on the Schedule 13G filed by U.S. Trust Company, N.A., US Trust Company of New York, and U.S. Trust Corporation, or US Corp, on February 13, 2006. The Schedule 13G states that US Trust has sole voting power over 18,100 of our common shares, and sole dispositive power over 865,292 of our common shares. US Corp., a Bank Holding Company, is a wholly-owned direct subsidiary of The Charles Schwab Corporation, or Schwab, which is a publicly-traded company. Charles Schwab Investment Management, Inc., or CSIM, which is a wholly-owned direct subsidiary of Schwab, files separate Forms 13G. Neither UST Corp. nor CSIM shares any power with respect to the voting or disposition of securities reflected on the other’s Forms 13G. United States Trust Company of New York, which is a New York State-Chartered Bank, is a wholly-owned direct subsidiary of UST Corp. U.S. Trust Company, N.A., which is a National Bank with headquarters in Connecticut, is a wholly-owned direct subsidiary of UST Corp. The address of US Trust Co. N.A. is 114 West 47th Street, 25th Floor, New York , NY10036-1532. |
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Quarter Ending | ||||||||||||||||||||||||
Base Period | ||||||||||||||||||||||||
Company/ Index | 11/5/04 | 12/31/04 | 3/31/05 | 6/30/05 | 9/30/05 | 12/31/05 | ||||||||||||||||||
ARLINGTON TANKERS LTD | 100 | 104.13 | 110.17 | 105.01 | 115.57 | 109.71 | ||||||||||||||||||
S&P 500 INDEX | 100 | 104.27 | 102.03 | 103.42 | 107.15 | 109.39 | ||||||||||||||||||
PEER GROUP | 100 | 104.10 | 119.00 | 113.96 | 111.97 | 100.43 | ||||||||||||||||||
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DIRECTORS TO BE DETERMINED BY OUR BOARD OF DIRECTORS
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to our bye-laws to allow the number of directors to be determined by our Board of Directors.
2005 | ||||
Audit Fees | $ | 520,000 | ||
Audit-Related Fees | — | |||
Tax Fees | — | |||
All Other Fees | — | |||
Total | $ | 520,000 |
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• | for periods that the vessel is subchartered by the Charterer under a time charter, the daily hire received by the Charterer on the vessel, net of specified fees incurred by the Charterer; and | |
• | for periods that the vessel is not subchartered by the Charterer under a time charter, average spot rates, which are rates for the immediate chartering of a vessel usually for a single voyage, determined by a shipbrokers’ panel for the routes traditionally served by each of our vessel types and other parameters set forth in the Charters. |
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PROXY CARD
ARLINGTON TANKERS LTD.
PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
JUNE 12, 2006
The undersigned shareholder of Arlington Tankers Ltd. hereby appoints Stephen O. Jaeger and Arthur L. Regan, and each of them, with full power of substitution, as proxies to vote the shares which the undersigned could vote if personally present at the 2006 Annual General Meeting of Shareholders of Arlington Tankers Ltd. to be held on June 12, 2006 at 2:00 p.m., Atlantic time, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Hamilton HM 08, Bermuda and at any adjournments thereof. You can revoke your proxy at any time before it is voted at the Annual General Meeting by: (i) submitting another properly completed proxy bearing a later date; (ii) giving written notice of revocation to any of the persons named as proxies or to the Secretary of Arlington Tankers Ltd.; or (iii) voting in person at the Annual General Meeting. If the undersigned holds any shares in a fiduciary, custodial or joint capacity or capacities, this proxy is signed by the undersigned in every such capacity as well as individually.
The undersigned acknowledges receipt from Arlington Tankers Ltd. prior to the execution of this proxy of a Notice of Annual General Meeting and a proxy statement dated , 2006.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Comments: | ||||
(If you noted any comments above, please mark corresponding box on the reverse side.)
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
1. | Election of Dr. E. Grant Gibbons as Class II Director for term described in the proxy statement | FOR o | WITHHOLDo | |||||
2. | The approval of an amendment to our bye-laws to allow the number of directors to be determined by our Board of Directors. | FOR o | AGAINST o | ABSTAINo | ||||
3. | Appointment of Moore Stephens International Limited as independent registered public accounting firm for fiscal year ending December 31, 2006 and the authorization of the Board of Directors, acting through the audit committee, to determine the independent registered public accounting firm’s fees. | FOR o | AGAINST o | ABSTAINo |
For comments, please check this box and write them on the back where indicated | o | |||||
Yes | No | |||||
Please indicate if you plan to attend this meeting | o | o |
Dated: | 2006 | |||
PLEASE FILL IN DATE, SIGN AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE