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Exchange Act of 1934
Filed by a Party other than the Registranto
oConfidential, 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
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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![(QUINTANA MARITIME LIMITED LOGO)](https://capedge.com/proxy/DEF 14A/0000950129-06-003738/h34780dh3478000.gif)
Very truly yours, | |
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CORBIN J. ROBERTSON, JR. | |
Chairman of the Board |
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1. To elect eight directors, each to serve for a term of one year or until his or her respective successor has been duly elected or appointed; | |
2. To ratify the appointment of Deloitte.Hadjipavlou, Sofianos & Cambanis S.A. as independent auditors for the year ending December 31, 2006; and | |
3. To transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements of the meeting. |
By Order of the Board of Directors, | |
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STEVE PUTMAN | |
Secretary |
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1. | What is the purpose of the Annual Meeting? |
2. | What is a proxy? |
3. | What is a proxy statement? |
4. | Who may attend the Annual Meeting? |
5. | Who can vote? |
6. | What am I voting on? |
• | The election of eight directors to serve until the 2007 Annual Meeting or until their successors are elected and qualified; and | |
• | The ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2006. |
7. | How many votes are required to hold the Annual Meeting? |
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8. | What is the difference between a stockholder of record and a stockholder who holds stock in street name? |
• | Stockholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to the proxyholders or to vote in person at the Annual Meeting. We have enclosed or sent a proxy card for you to use. | |
• | Street Name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtained a signed proxy from the record holder giving you the right to vote the shares. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares. |
9. | What different methods can I use to vote? |
10. | What is the record date and what does it mean? |
11. | What is a quorum? |
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12. | How can I revoke a proxy? |
13. | What are my voting choices when voting for director nominees, and what vote is needed to elect Directors? |
14. | What are my voting choices when voting on the ratification of the appointment of Deloitte as independent auditors, and what vote is needed to ratify their appointment? |
(a) vote in favor of the ratification, | |
(b) vote against the ratification, or | |
(c) abstain from voting on the ratification. |
15. | What if I don’t specify a choice for a matter when returning my proxy? |
16. | Will my shares be voted if I do not provide my proxy? |
17. | How are abstentions and broker non-votes counted? |
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18. | What happens if additional proposals are presented at the Annual Meeting? |
19. | Can I change my vote? |
• | signing another proxy card with a later date and returning it to us prior to the Annual Meeting; | |
• | giving written notice to the Secretary of the Company by May 1, 2006; or | |
• | voting again at the meeting. |
20. | What does it mean if I receive more than one proxy card? |
21. | What is “householding”? |
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Shares Beneficially Owned | ||||||||
Amount and | ||||||||
Nature of | ||||||||
Beneficial | ||||||||
Name | Ownership | Percent of Class(1) | ||||||
Corbin J. Robertson, Jr.(2) | 2,452,116 | 10.3 | % | |||||
Joseph R. Edwards(3) | 3,084,395 | 12.9 | % | |||||
Hans J. Mende(4) | 619,778 | 2.6 | % | |||||
Corbin J. Robertson III(5) | 351,427 | 1.5 | % | |||||
Stamatis Molaris(6) | 185,000 | Less than 1 | % | |||||
Gurpal Singh Grewal(7) | 18,604 | Less than 1 | % | |||||
S. James Nelson(8) | 14,500 | Less than 1 | % | |||||
Peter Costalas | — | — | ||||||
Paul J. Cornell(9) | 55,000 | Less than 1 | % | |||||
Nikos Frantzeskakis(10) | 78,074 | Less than 1 | % | |||||
All directors and executive officers as a group (11 persons) | 6,895,894 | 28.9 | % |
Amount and | |||||||||
Nature of | |||||||||
Beneficial | |||||||||
Name and Address of Beneficial Owner | Ownership | Percent of Class(1) | |||||||
FR X Offshore GP Limited(3) | 3,072,395 | 12.9 | % | ||||||
One Lafayette Place | |||||||||
Greenwich, Connecticut 06830 | |||||||||
Quintana Maritime Partners, L.P.(2) | 2,440,116 | 10.2 | % | ||||||
601 Jefferson St., Suite 3600 | |||||||||
Houston, Texas 77002 | |||||||||
Neuberger Berman Inc.(11) | 1,585,875 | 6.7 | % | ||||||
605 Third Avenue | |||||||||
New York, New York 10158 | |||||||||
WS Capital, L.L.C. et al.(12) | 1,537,455 | 6.4 | % | ||||||
300 Crescent Court, Suite 111 | |||||||||
Dallas, Texas 75201 |
(1) | Based upon an aggregate of 23,846,742 shares outstanding, which includes 558,750 restricted shares issued pursuant to our stock incentive plan. | |
(2) | The number of shares shown for Mr. Robertson includes 2,440,116 shares held by Quintana Maritime Partners, L.P., a limited partnership indirectly controlled by Mr. Robertson in his capacity as the sole stockholder of QMP Inc., the general partner of Quintana Maritime Partners, L.P. In addition, Mr. Robertson holds 12,000 shares of restricted stock that were granted to him during 2005 for his |
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service as a director. Of the restricted shares, Mr. Robertson has dispositive power over 3,000 restricted shares that vested in February 2006. | ||
(3) | The number of shares shown for Mr. Edwards includes 12,000 shares of restricted stock granted to Mr. Edwards in 2005 for his service as a director. In addition, each of FR X Offshore GP Limited (“Offshore Ltd”), FR X Offshore GP, L.P. (“Offshore GP”), and FR X Offshore, L.P. (“Offshore LP”) may be deemed to beneficially own the indicated shares. Offshore GP is the general partner of Offshore LP and may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Offshore LP. Offshore Ltd., as the general partner of Offshore GP, may also be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Offshore LP. Each of Offshore Ltd., Offshore GP, and Offshore LP are entitled to a portion of the profits from the sale of securities held by Mr. Edwards, and therefore they share beneficial ownership of the securities issued to Mr. Edwards. Of the restricted shares, Mr. Edwards shares dispositive power over 3,000 restricted shares that vested in February 2006. Other than the shares he holds directly, Mr. Edwards disclaims beneficial ownership of securities beneficially owned by the Offshore Ltd., Offshore GP, and Offshore LP. The information in the table above is based on a Schedule 13G filed with the SEC on February 9, 2006. | |
(4) | The number of shares shown for Mr. Mende includes 587,778 shares held by AMCI Acquisition II, LLC, a limited liability company indirectly controlled by Mr. Mende, and 12,000 shares of restricted stock granted to Mr. Mende during 2005 for his service as a director. Of the restricted shares, Mr. Mende has dispositive power over 3,000 restricted shares that vested in February 2006. | |
(5) | The number of shares shown for Mr. Robertson III includes 264,042 shared held directly, 55,385 shares held by Spring Street Partners L.P., a hedge fund indirectly controlled by Mr. Robertson III, 20,000 shares held in a managed account in Spring Street Partners, and 12,000 shares of restricted stock granted to Mr. Robertson III during 2005 for his service as a director. Of the restricted shares, Mr. Robertson III has dispositive power over 3,000 restricted shares that vested in February 2006. | |
(6) | The number of shares shown for Mr. Molaris includes 75,000 shares held directly and 110,000 shares of restricted stock granted to him during 2005 as part of his total compensation. Of the restricted shares, Mr. Molaris has dispositive power over 20,000 restricted shares that vested in February 2006. | |
(7) | The number of shares shown for Mr. Grewal includes 6,604 shares held by Ramnique Grewal, Mr. Grewal’s daughter and a Quintana Maritime employee, and 12,000 shares of restricted stock granted to Mr. Grewal during 2005 for his service as a director. Of the restricted shares, Mr. Grewal has dispositive power over 3,000 restricted shares that vested in February 2006. | |
(8) | The number of shares shown for Mr. Nelson includes 2,500 shares held directly and 12,000 shares of restricted stock granted to him during 2005 for his service as a director. Of the restricted shares, Mr. Nelson has dispositive power over 3,000 restricted shares that vested in February 2006. | |
(9) | The number of shares shown for Mr. Cornell includes 55,000 shares of restricted stock granted to him during 2005 as part of his total compensation. Of the restricted shares, Mr. Cornell has dispositive power over 10,000 restricted shares that vested in February 2006. |
(10) | The number of shares shown for Mr. Frantzeskakis includes 23,074 shares held directly and 55,000 shares of restricted stock granted to him during 2005 as part of his total compensation. Of the restricted shares, Mr. Frantzeskakis has dispositive power over 10,000 shares that vested in February 2006. |
(11) | Based on Schedule 13G filed with the SEC on February 15, 2006 by Neuberger Berman Inc. and Neuberger Berman, LLC, has sole voting power over 1,219,425 shares and shared dispositive power of all reported shares. The shares are held for individual client accounts. |
(12) | Based on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2006 by WS Capital, L.L.C., (“WS Capital”), WS Capital Management, L.P. (“WSC Management”), WSV Management, L.L.C. (“WSV”), WS Ventures Management, L.P. (“WSVM”), Reid S. Walker, G. Stacy Smith, and Patrick P. Walker. WS Capital holds shares for the account of (1) Walker Smith Capital, L.P. (“WSC”), (2) Walker Smith Capital (Q.P.), L.P. (“WSCQP”), (3) Walker Smith International |
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Fund, Ltd. (“WS International”), and (4) HHMI Investments L.P. (“HHMI”). WSV holds shares for the account of (1) WS Opportunity Fund, L.P. (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and (3) WS Opportunity Fund International, Ltd. (“WSO International”), WS Capital is the general partner of WSC Management, which is the general partner of WSC and WSCQP, the investment manager for WS International and the investment manager for HHMI. WS Capital is a limited partner of HHMI. WSV is the general partner of WSVM, which is the general partner of WSO and WSOQP and the agent andattorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Reid S. Walker is the beneficial owner of 1,537,455 shares of Common Stock, which includes (i) 1,292,455 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International, (ii) 241,500 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International and (iii) 3,500 shares held directly. G. Stacy Smith is the beneficial owner of 1,538,955 shares of Common Stock, which includes (i) 1,292,455 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International, (ii) 241,500 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International and (iii) 5,000 shares held directly. Patrick P. Walker is the beneficial owner of 241,500 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International. WS Capital and WSC Management are the beneficial owners of 1,292,455 shares of Common Stock, for the accounts of WSC, WSCQP, WS International and HHMI. WSV and WSVM are the beneficial owners of 241,500 shares of Common Stock, for the accounts of WSO, WSOQP and WSO International. |
Corbin J. Robertson, Jr. 58 years old Director since January 2005 | Mr. Robertson has been the non-executive chairman of our board of directors since our formation in January 2005. Mr. Robertson has also served as Chief Executive Officer and the Chairman of the Board of Directors of GP Natural Resource Partners LLC, the |
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general partner of Natural Resource Partners, L.P., since October 2002. In addition, Mr. Robertson has served in various executive capacities with affiliates of Natural Resource Partners, L.P. since 1978. He also serves as Chairman of the Board of the Baylor College of Medicine and of the Cullen Trust for Higher Education and on the boards of the American Petroleum Institute, the National Petroleum Council, the Texas Medical Center and the World Health and Golf Association. Mr. Robertson is the father of Corbin J. Robertson III, another member of our board of directors. | ||
Stamatis Molaris 44 years old Director since June 2005 | Mr. Molaris has served as our Chief Executive Officer since February 2005, has served as our President since May 2005 and has been a member of our board of directors since June 2005. Prior to this, Mr. Molaris served as Chief Financial Officer and as a director of Stelmar Shipping Ltd. From August 1993 until January 2005. Prior to that, Mr. Molaris served as an audit manager for Arthur Andersen. | |
Joseph R. Edwards 33 years old Director since April 2005 | Mr. Edwards has been a member of our board of directors since April 2005. Mr. Edwards is a Director of First Reserve Corporation, a private equity firm focusing on the energy industry. Mr. Edwards has served in various capacities at First Reserve since joining it in March 1998. From July 1995 until March 1998, Mr. Edwards served as a member of the corporate finance team of Simmons & Company International, a Houston-based, energy-focused investment banking firm. Mr. Edwards currently serves as a director of T-3 Energy Services, Inc. (and as a member of its Compensation and Nominating Committees) and Power Well Services, Inc., and a number of its affiliates. | |
Hans J. Mende 62 years old Director since April 2005 | Mr. Mende has been a member of our board of directors since April 2005. Mr. Mende also serves as Chairman of the Board of Directors of Alpha Natural Resources, Inc. and is a director of Foundation Coal Holdings, Inc. He is President and Chief Operating Officer of AMCI International, Inc., a position he has held since he co-founded AMCI in 1986. Prior to founding AMCI, Mr. Mende was employed by the Thyssen Group, one of the largest German multinational companies with interests in steel making and general heavy industrial production, in various senior executive positions. At the time of his departure from Thyssen Group, Mr. Mende was President of its international trading company. | |
Corbin J. Robertson III 35 years old Director since January 2005 | Mr. Robertson III has been a member of our board of directors since our formation in January 2005. Mr. Robertson is Managing Director of Spring Street Partners, a hedge fund focused on undervalued small cap securities, a position he has held since 2002. Prior to joining Spring Street, Mr. Robertson worked for three years as a Vice President of Sandefer Capital Partners LLC, a private investment partnership focused on energy related investments, and two years as a management consultant for Deloitte and Touche LLP. Mr. Robertson is also a member of the board of Gulf Atlantic Refining and Marketing L.P., an operator of a refinery and crude and refined products storage terminals and advisory director to Main Street Bank, a regional commercial bank. Mr. Robertson |
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is the son of Corbin J. Robertson, Jr., the chairman of our board of directors. | ||
Gurpal Singh Grewal 59 years old Director since June 2005 | Mr. Grewal has been a member of our board of directors since June 2005. Mr. Grewal currently serves as the Technical Manager of Marmaras Navigation Ltd., a shipping company. From June 1998 to September 2005, he served as Technical Director and and the Principal Surveyor for Greece of Lloyd’s Register of Shipping and Industrial Services S.A. Prior thereto, he was employed by Lloyd’s Register of Shipping and Industrial Services S.A. since May 1997 as a Senior Ship and Engineer Surveyor in the Fleet Services Department. In addition, from 1996 to 1998, he was Assistant Chief Resident Superintended with JJMA, New York, where he supervised the newbuildings of product tankers in Spain. Prior to 1996, he served for 10 years as a Senior Engineer at Lloyd’s Register supervising the construction of newbuildings in a variety of shipyards. Mr. Grewal is a Chartered Engineer and has over20-years’ experience in newbuildings of bulk carriers, tankers, LPG, and LNG vessels. | |
S. James Nelson, Jr. 63 years old Director since August 2005 | Mr. Nelson has been a member of our board of directors since August 2005. In 2004, Mr. Nelson retired from Cal Dive International, Inc., a marine contractor and operator of offshore oil and gas properties and production facilities, where he was a founding shareholder, Chief Financial Officer, Vice Chairman and a Director. From 1985 to 1988, Mr. Nelson was the Senior Vice President and Chief Financial Officer of Diversified Energies, Inc., a NYSE-traded company, and from 1980 to 1985 was the Chief Financial Officer of Apache Corporation, an oil and gas exploration and production company. From 1966 to 1980, Mr. Nelson was employed with Arthur Andersen & Co where he became a partner in 1976. Mr. Nelson is also a Certified Public Accountant. Mr. Nelson currently serves on the Boards of Directors of Oil States International, Inc., a diversified oilfield services company; Input/ Output, a seismic services provider, and W&T Offshore Incorporated, an oil and natural gas exploration and production company. | |
Peter Costalas 56 years old Director nominee | Mr. Costalas has been nominated to serve on the Board of Directors. Mr. Costalas has over 38 years of experience in the shipping industry. Since June 2004, Mr. Costalas has served as the Managing Director of Euroceanica (UK) Ltd., a private shipowning company specializing in dry-bulk carriers and chemical tankers that is based in London. He has served as a director of Euroceanica since September 2001. From January 2001 to August 2001, Mr. Costalas served as the Chief Executive Officer of Osprey Maritime Limited, which was at the time a Singapore-listed shipping company concentrating on liquefied natural gas, crude oil, and product tankers. From 1997 until his appointment as Chief Executive Officer of Osprey, Mr. Costalas served as its Chief Commercial Officer. During the same period, he helped form the Tankers International VLCC pool and the International Product Tanker pools. Before joining Osprey, Mr. Costalas served as the Commercial Director of Exmar NV, a Belgian-listed diversified |
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shipping company, among other positions in the shipping industry. Mr. Costalas currently serves as a director of Euroceanica (UK) Limited, Integra Holdings Pte Ltd, a global petrochemical trading company, and Bancosta sam, a subsidiary of an Italian-based shipbroker. |
Director | Audit | CNG | ||||||
Corbin J. Robertson, Jr. | Chair | |||||||
Joseph R. Edwards | X | X | ||||||
Gurpal Singh Grewal | X | |||||||
S. James Nelson, Jr. | Chair | X |
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• | Membership on the Board will be made up of a majority of independent directors who, at a minimum, meet the criteria for independence required by the NASDAQ. | |
• | At least two of each year’s regularly scheduled Board meetings will include an executive session of the independent directors. | |
• | The Board and its committees each conduct an annual self-evaluation. | |
• | The Board and the CNG Committee conduct an annual evaluation of management. | |
• | Directors are not permitted to serve as a director for more than three other public companies. | |
• | Directors are expected to attend all meetings of the board and of the committees of which they are members. | |
• | To effectively discharge its oversight duties, the Board has direct access to management. |
• | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
• | avoidance of conflicts of interest; | |
• | compliance with applicable governmental laws, rules and regulations; | |
• | acting in good faith, responsibly, and with due care and diligence; | |
• | the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and | |
• | accountability for adherence to the code. |
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Long-Term Compensation | |||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||
Restricted | |||||||||||||||||||||||||
Other Annual | Stock | All Other | |||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | Compensation(2) | Awards(3) | Compensation(3) | |||||||||||||||||||
Stamatis Molaris(4) | 2005 | $ | 187,415 | $ | 155,000 | — | $ | 1,146,200 | $ | 13,750 | |||||||||||||||
President, Chief Executive | |||||||||||||||||||||||||
Officer and Director | |||||||||||||||||||||||||
Paul J. Cornell(5) | 2005 | $ | 151,388 | $ | 110,000 | — | $ | 573,100 | $ | 6,813 | |||||||||||||||
Chief Financial Officer | |||||||||||||||||||||||||
and Treasurer | |||||||||||||||||||||||||
Nikos Frantzeskakis(6) | 2005 | $ | 164,735 | $ | 60,000 | — | $ | 573,100 | $ | 6,813 | |||||||||||||||
Chief Commercial Officer |
(1) | Bonuses include performance bonuses awarded for 2005 but paid in 2006 in the following amounts: $90,000 to Mr. Molaris, $45,000 to Mr. Cornell, and $35,000 to Mr. Frantzeskakis. In addition, Messrs. Molaris, Cornell, and Frantzeskakis received one-time bonuses relating to their assistance with our initial public offering of $65,000, $65,000, and $25,000, respectively. |
(2) | Excludes perquisites and other personal benefits, securities or property received by the named executive officer if the aggregate dollar amount of such items is the lesser of either $50,000 or 10% of the total annual salary and bonus reported for the named executive officer. |
(3) | The indicated amounts reflect the fair value of the restricted stock at the time of grant. Shares of restricted stock and shares of phantom stock were awarded on August 24, 2005, but the shares of phantom stock were canceled on December 23, 2005 and replaced with an equivalent number of shares of restricted stock. Accordingly, there was no phantom stock outstanding as of December 31, 2005. The restricted-stock awards granted on August 24, 2005 had a fair market value of $11.10 per share, and the awards granted on December 23, 2005 had a fair market value of $9.74 per share. We pay dividends on restricted stock, and dividends paid during 2005 are included in the “All Other Compensation” column. The table below shows the number of shares of restricted stock held by each Named Executive Officer, its vesting schedule, and the value of such restricted stock as of December 31, 2005, based on the closing price of our common stock on December 30, 2005 (the last business day of 2005) of $10.18 per common share: |
Number of Shares of Restricted Stock Vesting on | Total Shares of | |||||||||||||||||||||||
Restricted Stock | Market Value of | |||||||||||||||||||||||
February 15, | February 15, | February 15, | February 15, | Held as of | Shares Held as of | |||||||||||||||||||
Name | 2006 | 2007 | 2008 | 2009 | December 31, 2005 | December 31, 2005 | ||||||||||||||||||
Stamatis Molaris | 20,000 | 20,000 | 20,000 | 50,000 | 110,000 | $ | 1,119,800 | |||||||||||||||||
Paul J. Cornell | 10,000 | 10,000 | 10,000 | 25,000 | 55,000 | $ | 559,900 | |||||||||||||||||
Nikos Franzeskakis | 10,000 | 10,000 | 10,000 | 25,000 | 55,000 | $ | 559,900 |
(4) | Mr. Molaris joined Quintana in February 2005. |
(5) | Mr. Cornell joined Quintana in February 2005. |
(6) | Mr. Frantzeskakis joined Quintana in February 2005. |
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(a) the attainment of one or more performance targets established by the CNG Committee that are based on certain enumerated measures relating to, among other things, our stock price, market share, sales, net income and other financial measures (the“Enumerated Performance Goals”), | |
(b) the award holder’s continued employment with us or continued service as a consultant or director for a specified period of time, | |
(c) the occurrence of any event or the satisfaction of any other condition specified by the CNG Committee in its sole discretion, or | |
(d) a combination of any of the foregoing. |
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Number of | Weighted | Number of | ||||||||||
Securities to be | Average Exercise | Securities | ||||||||||
Issued upon | Price of | Remaining Available | ||||||||||
Exercise of | Outstanding | for Future Issuance | ||||||||||
Outstanding | Options, | (Excluding | ||||||||||
Options, Warrants | Warrants and | Securities Reflected | ||||||||||
Plan Category | and Rights (a) | Rights (b) | in Column (a)) (c) | |||||||||
Plans approved by securityholders(1) | — | — | 2,441,250 | |||||||||
Plans not approved by securityholders | — | — | — |
(1) | Represents awards issued under 2005 Stock Incentive Plan, which provides for the issuance of restricted stock and other awards in addition to options, warrants, and rights. All amounts shown in column (c) relate to the 2005 Stock Incentive Plan. |
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![(GRAPH)](https://capedge.com/proxy/DEF 14A/0000950129-06-003738/h34780dh3478007.gif)
15-Jul-05 | 31-Jul-05 | 31-Aug-05 | 30-Sep-05 | 30-Oct-05 | 30-Nov-05 | 31-Dec-05 | ||||||||||||||||||||||
Quintana Maritime Ltd | $ | 100 | $ | 101 | $ | 99 | $ | 101 | $ | 97 | $ | 97 | $ | 93 | ||||||||||||||
NASDAQ US | $ | 100 | $ | 101 | $ | 100 | $ | 100 | $ | 99 | $ | 104 | $ | 102 | ||||||||||||||
Custom Composite Index (5 Stocks) | $ | 100 | $ | 92 | $ | 101 | $ | 112 | $ | 101 | $ | 97 | $ | 93 |
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2005 | |||||
(In thousands) | |||||
Audit Fees | $ | 599.2 | |||
Audit-Related Fees | — | ||||
Tax Fees | — | ||||
All Other Fees | 77.9 | ||||
Total | $ | 677.1 | |||
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The Compensation, Nominating & Governance Committee | |
Corbin J. Robertson, Jr. (Chairman) | |
S. James Nelson, Jr. | |
Joseph R. Edwards |
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• | reviewed and discussed the audited financial statements with management and the Company’s independent auditors; | |
• | reviewed the overall scope and plans for the audit and the results of the independent auditors’ examinations; | |
• | met with management periodically during the year to consider the adequacy of the Company’s internal controls and the quality of its financial reporting and discussed these matters with the Company’s independent auditors and with appropriate Company financial personnel; | |
• | discussed with the Company’s senior management and independent auditors the process used for the Company’s chief executive officer and chief financial officer to make the certifications required by the SEC and the Sarbanes-Oxley Act of 2002 in connection with the 10-K and other periodic filings with the SEC; | |
• | reviewed and discussed with the independent auditors (1) their judgments as to the quality (and not just the acceptability) of the Company’s accounting policies, (2) the written communication required by Independence Standards Board Standard No. 1,“Independence Discussions with Audit Committees” and the independence of the independent auditors, and (3) the matters required to be discussed with the committee under auditing standards generally accepted in the United States, including Statement on Auditing Standards No. 61,“Communication with Audit Committees”; | |
• | based on these reviews and discussions, as well as private discussions with the independent auditors, recommended to the Board of Directors the inclusion of the audited consolidated financial statements of the Company in the 10-K; and | |
• | determined that the non-audit services provided to the Company by the independent auditors (discussed above under Ratification of the Appointment of Independent Auditors (Item 2 on the Proxy Card)) are compatible with maintaining the independence of the independent auditors. The committee’s pre-approval policies and procedures are discussed above under such proposal. |
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Respectfully submitted, | |
Audit Committee | |
S. James Nelson, Jr., Chair | |
Gurpal Singh Grewal | |
Joseph R. Edwards |
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(1) the name and address of such stockholder, as they appear on Quintana’s books, and of such beneficial owner, | |
(2) the class and number of shares of Quintana which are owned beneficially and of record by such stockholder and such beneficial owner, | |
(3) a representation that the stockholder is a holder of record of stock of Quintana entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and | |
(4) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Quintana’s outstanding capital stock required to approve or adopt the proposal or elect the |
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nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. |
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By Order of the Board of Directors | |
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STEVE PUTMAN | |
Secretary |
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• | oversee the quality and integrity of the financial statements and other financial information the Company provides to any governmental body or the public; | |
• | oversee the Company’s compliance with legal and regulatory requirements; | |
• | oversee the independent external auditor’s (the “Auditors”) qualifications and independence; | |
• | oversee the performance of the Company’s internal audit function and the Auditors; | |
• | oversee the Company’s systems of internal controls regarding finance, accounting, legal compliance and ethics that the Company’s management (“Management”) and the Board have established; | |
• | facilitate an open avenue of communication among the Auditors, financial and senior management, the internal auditing department, and the Board, with the Auditors being accountable to the Committee; and | |
• | perform such other duties as are directed by the Board. |
A-1
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Independent Auditors |
A-2
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Review |
Financial Reporting Processes |
Process Improvement |
A-3
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Ethical and Legal Compliance |
General |
A-4
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A-5
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A-6
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![(BAR CODE)](https://capedge.com/proxy/DEF 14A/0000950129-06-003738/h34780dh3478001.gif)
![(PLUS SYMBOL)](https://capedge.com/proxy/DEF 14A/0000950129-06-003738/h34780dh3478002.gif)
Quintana Maritime Limited | ||||||
000004 | 000000000.000 ext 000000000.000 ext 000000000.000 ext | |||||
![]() | MR A SAMPLE DESIGNATION (IF ANY) ADD 1 Least Address Line ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ![]() | 000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext C 1234567890 J N T | ||||
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o | Mark this box with an X if you have made changes to your name or address details above. |
A | Election of Directors |
1. The Board of Directors recommends a vote FOR each of the following eight directors to serve for a term of one year or until his respective successor has been duly elected or appointed: |
For | Withhold | |||
01 - Corbin J. Robertson, Jr. | o | o | ||
02 - Stamatis Molaris | o | o | ||
03 - Joseph R. Edwards | o | o | ||
04 - Hans J. Mende | o | o |
For | Withhold | |||
05 - Corbin J. Robertson III | o | o | ||
06 - Gurpal Singh Grewal | o | o | ||
07 - S. James Nelson, Jr. | o | o | ||
08 - Peter Costalas | o | o |
B | Proposal |
The Board of Directors recommends a vote FOR the following proposal. |
For | Against | Abstain | ||||||
2. | To ratify the appointment of Deloitte. Hadjipavlou, Sofianos & Cambanis S. A. as independent auditors for the year ending December 31, 2006; and | o | o | o | ||||
3. | To transact such other business as may property come before the Annual Meeting and at any adjournments or postponements of the meeting. | |||||||
C | Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. |
Signature 1 - Please keep signature within the box | Signature 2 - Please keep signature within the box | Date (mm/dd/yyyy) | ||
/ / |
n | 0 0 8 6 5 0 1 | 1 U P X | C O Y | + |
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Meeting Details
Athena C Room, Arion Hotel at Astir Palace
Athens, Greece
Proxy Solicited by Board of Directors for Annual Meeting - Tuesday, May 9, 2006 at 10:00 a.m. Local Time
Stamatis Molaris and Steve Putman, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Quintana Maritime Limited to be held on May 9, 2006 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR Proposals 1 and 2.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Continued and to be voted on reverse side.)