UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13A-16 OR15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 18, 2019
Commission File Number:001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F orForm 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted byRegulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted byRegulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Information Contained in this Report on Form6-K
Attached hereto is a copy of the Notice of 2019 Annual Meeting of Stockholders and Proxy Statement of Navios Maritime Acquisition Corporation, dated November 18, 2019, for the 2019 annual meeting of stockholders to be held on Thursday, December 19, 2019.
November 18, 2019
Dear Stockholder,
We cordially invite you to attend our 2019 annual meeting of stockholders to be held at 10:30 a.m., local time, on Thursday, December 19, 2019 at our offices at 7 Avenue de Grande Bretagne, Office 11B2, Monaco. The attached notice of annual meeting and proxy statement describe the business we will conduct at the meeting and provide information about Navios Maritime Acquisition Corporation that you should consider when you vote.
When you have finished reading the proxy statement, please promptly vote your shares of common stock by marking, signing, dating and returning the proxy card in the enclosed envelope. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
Sincerely,
Angeliki Frangou
Chairman and Chief Executive Officer
NAVIOS MARITIME ACQUISITION CORPORATION
NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS
November 18, 2019
TIME: 10:30 a.m., local time
DATE: Thursday, December 19, 2019
PLACE: Offices of Navios Maritime Acquisition Corporation, 7 Avenue de Grande Bretagne, Office 11B2, Monaco
PURPOSES:
| 1. | To elect three Class B directors, whose terms will expire in 2022 (“Proposal One”). |
| 2. | To ratify the appointment of Ernst & Young (Hellas) Certified Auditors-Accountants S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (“Proposal Two”). |
| 3. | To consider any other business that is properly presented at the meeting or any adjournment thereof. |
WHO MAY VOTE:
You may vote if you were the record owner of Navios Maritime Acquisition Corporation (“we,” “us” or “our”) common stock at the close of business on Thursday, November 14, 2019. A list of stockholders of record will be available at the meeting and, during the 10 days prior to the meeting, at the office of the Secretary at the above address.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. THE VOTE OF EVERY STOCKHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.
If you attend the annual meeting, you may revoke your proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
Vasiliki Papaefthymiou
Secretary
NAVIOS MARITIME ACQUISITION CORPORATION
7 AVENUE DE GRANDE BRETAGNE, OFFICE 11B2
MONTE CARLO, MC 98000 MONACO
PROXY STATEMENT FOR
NAVIOS MARITIME ACQUISITION CORPORATION
2019 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, DECEMBER 19, 2019
GENERAL INFORMATION CONCERNING THE ANNUAL MEETING
Why Did You Send Me this Proxy Statement?
We sent you this proxy statement and the enclosed proxy card because our Board of Directors is soliciting your proxy to vote at the 2019 annual meeting of stockholders and any adjournments of the meeting to be held at 10:30 a.m., local time, on Thursday, December 19, 2019, at our offices at 7 Avenue de Grande Bretagne, Office 11B2, Monaco. This proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.
On November 18, 2019, we began sending this proxy statement, the attached notice of annual meeting and the enclosed proxy card to all stockholders entitled to vote at the meeting. You can find a copy of our 2018 Annual Report onForm 20-F on the Internet through our website atwww.navios-acquisition.comor the U.S. Securities and Exchange Commission’s electronic data system called EDGAR atwww.sec.gov.
Who Can Vote?
Only stockholders who owned our common stock at the close of business on November 14, 2019 are entitled to vote at the annual meeting. On this record date, there were 15,553,371 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock. The shares of common stock are listed on the New York Stock Exchange under the symbol “NNA.”
You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the meeting and not revoked prior to the meeting, will be voted at the meeting. A stockholder may revoke a proxy before the proxy is voted by delivering to our Secretary a signed statement of revocation or a duly executed proxy card bearing a later date. Any stockholder who has executed a proxy card but attends the meeting in person may revoke the proxy and vote at the meeting.
How Many Votes Do I Have?
Each share of our common stock that you own entitles you to one vote.
1
How Do I Vote?
Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, Continental Stock Transfer & Trust Company, or you have stock certificates, you may vote:
| • | By mail. Complete and mail the enclosed proxy card in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors. |
| • | In person at the meeting. If you attend the meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting. |
If your shares are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:
| • | By mail. You will receive instructions from your bank, broker or other nominee explaining how to vote your shares. |
| • | In person at the meeting. Contact the bank, broker or other nominee who holds your shares to obtain a broker’s proxy card and bring it with you to the meeting. You will not be able to vote at the meeting unless you have a proxy card from your broker. |
“Street name” holders may vote by telephone or Internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.
How Does the Board of Directors Recommend That I Vote on the Proposals?
The Board of Directors recommends that you vote as follows:
| • | “FOR” the election of the nominees for the Class B directors; and |
| • | “FOR” ratification of the selection of independent registered public accounting firm for our current fiscal year ending December 31, 2019. |
If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment. At the time this proxy statement was printed, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.
May I Revoke My Proxy?
If you give us your proxy, you may revoke it at any time before the annual meeting. You may revoke your proxy in any one of the following ways:
| • | signing a new proxy card and submitting it as instructed above; |
| • | notifying our Secretary in writing before the annual meeting that you have revoked your proxy; or |
| • | attending the meeting in person and voting in person. Attending the meeting in person will not in and of itself revoke a previously submitted proxy unless you specifically request it. |
2
What Vote is Required to Approve Each Proposal and How are Votes Counted?
Proposal 1: Elect Directors | The nominees for Class B director who receive the most votes (also known as a “plurality” of the votes) will be elected. You may either vote FOR each of the nominees or WITHHOLD your vote from each of the nominees. Votes that are withheld will not be included in the vote tally for the election of Class B directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. | |
Proposal 2: Ratify Selection of Independent Registered Public Accounting Firm | The affirmative vote of a majority of the votes present or represented by proxy and entitled to vote at the annual meeting is required to ratify the selection of our independent registered public accounting firm. Abstentions will be treated as votes against this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such brokernon-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent accountants. However, if our stockholders do not ratify the selection of Ernst & Young (Hellas) Certified Auditors-Accountants S.A. as our independent accountants for 2019, our Audit Committee of our Board of Directors will reconsider its selection. | |
What Constitutes a Quorum for the Meeting?
The presence, in person or by proxy, of the holders of no less than a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the meeting. Votes of stockholders of record who are present at the meeting in person or by proxy, withheld votes, abstentions, and brokernon-votes are counted for purposes of determining whether a quorum exists.
3
PROPOSAL ONE
ELECTION OF DIRECTORS
Our Board of Directors consists of seven directors, who are divided into three classes. As provided in our Articles of Incorporation, each director is elected to serve for a three-year term and until such director’s successor is duly elected and qualified, except in the event of such director’s death, resignation, removal or earlier termination of such director’s term of office. The terms of the three Class B directors will expire at the 2019 annual meeting. Accordingly, the Board of Directors has nominated Christos Kokkinis, Ted C. Petrone and Nikolaos Veraros, CFA, each of whom is currently a Class B director, for election as directors, whose terms would expire at our 2022 annual meeting of stockholders.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the shares authorized therebyFORthe election of the following three nominees. It is expected that each of these nominees will be able to serve, but if before the election it develops that one or more of the nominees is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee or nominees as the current Board of Directors may recommend.
Nominees for Election as Class B Directors to the Board of Directors
Information concerning the nominees for the Class B directors is set forth below:
Name | Age | Position | ||||||
Christos Kokkinis | 67 | Class B Director | ||||||
Ted C. Petrone | 64 | Class B Director | ||||||
Nikolaos Veraros, CFA | 49 | Class B Director | ||||||
Christos Kokkinis has been a member of our Board of Directors since December 2018. He has over 35 years of experience in ship finance and he is currently an independent consultant on shipping financial matters and a Board member of the Onassis Cardial Surgery Center. He spent 19 years at Alpha Bank, having established and served as the Head of the Shipping Division since 1997. Previously, he worked in Citibank Shipping Bank S.A. from where he left as Vice President to join ABN AMRO Bank, where he held the position of the Manager of Shipping Finance from 1991 until 1997. He previously served on the board of Navios Maritime Midstream Partners L.P. as anon-executive director from October 2014 until December 2018. Mr. Kokkinis holds a bachelor’s degree from the Law School of the University of Athens and a master’s degree in Business Administration (M.B.A.) in finance and international business from Rutgers University, USA. Mr. Kokkinis serves on our Audit Committee and is an independent director.
Ted C. Petrone has been a member of our Board of Directors since our inception and was our President from our inception until December 2014. He has also been a director of Navios Maritime Holdings Inc. (“Navios Holdings”) since May 2007, and served as President of Navios Corporation, a subsidiary of Navios Holdings, from September 2006 until December 2014. He currently serves as Navios Corporation’s Vice Chairman, a position he has held since December 2014. Mr. Petrone has served in the maritime industry for 42 years, 38 of which he has spent with Navios Holdings. After joining Navios Holdings as an assistant vessel operator, Mr. Petrone worked there in various operational and commercial positions. Mr. Petrone was previously responsible for all the aspects of the daily commercial activity, encompassing the trading of tonnage, derivative hedge positions and cargoes. Mr. Petrone graduated from New York Maritime College at Fort Schuyler with a bachelor in science degree in maritime transportation. He has also served aboard U.S. Navy (Military Sealift Command) tankers.
Nikolaos Veraros, CFA, has been a member of our Board of Directors since June 2008. Mr. Veraros has over 18 years of experience in shipping finance and currently serves as a financial consultant to various shipping
4
companies. He has also worked as a senior equity analyst for National Securities, S.A., a subsidiary of National Bank of Greece. Mr. Veraros is a Chartered Financial Analyst (CFA), a Certified Market Maker for Derivatives in the Athens Stock Exchange, and a Certified Analyst from the Hellenic Capital Market Commission. He is currently part time lecturer of shipping finance at King’s College of the University of London. Mr. Veraros received his bachelor of science degree in business administration from the Athens University of Economics and Business, from which he graduated as valedictorian, and his master of business administration degree in Finance and Accounting from the William E. Simon Graduate School of Business Administration at the University of Rochester. Mr. Veraros is also the Chairman of our Audit Committee and is an independent director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ELECTION OF CHRISTOS KOKKINIS, TED C. PETRONE AND NIKOLAOS VERAROS AS CLASS B DIRECTORS, AND PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
5
PROPOSAL TWO
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors is submitting for approval the appointment of Ernst & Young (Hellas) Certified Auditors-Accountants S.A. (“Ernst & Young”) as our independent registered public accounting firm for the fiscal year ending December 31, 2019. The Board of Directors proposes that the stockholders ratify this appointment. We engaged Ernst & Young on April 30, 2019.
Ernst & Young has advised us that it does not have any direct or indirect financial interest in us, nor has it had any such interest in connection with us during the past three years other than in its capacity as our independent registered public accounting firm.
All services rendered by Ernst & Young are subject to review by the Audit Committee of our Board of Directors.
We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. In the event the stockholders do not ratify the appointment of Ernst & Young as our independent registered public accounting firm, the Audit Committee will reconsider its appointment.
Required Vote.Approval of Proposal Two will require the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the annual meeting.
Effect of Abstentions and BrokerNon-Votes. Abstentions will be treated as votes against Proposal Two. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on Proposal Two. If a broker does not exercise this authority, such brokernon-votes will have no effect on the results of this vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
6
SOLICITATION
The cost of preparing and soliciting proxies will be borne by us. Solicitation on behalf of the Board of Directors will be made primarily by mail, but stockholders may be solicited by telephone,e-mail, other electronic means, or personal contact. Copies of materials for the annual meeting will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners.
OTHER MATTERS
The Board of Directors is not aware of any other business that will be presented to the annual meeting. If any other business is properly brought before the annual meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Vasiliki Papaefthymiou
Secretary
November 18, 2019
7
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. NAVIOS MARITIME PROXY FOR 2019 ANNUAL ACQUISITION MEETING OF CORPORATION STOCKHOLDERS DECEMBER 19, 2019 10:30 A.M. LOCAL TIME Please Be Sure To Mark, Sign, Date and Return Your Proxy Card in the Envelope Provided ï³ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ï³ Please mark PROXY your votes like this X THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS, JUST SIGN BELOW. YOU NEED NOT MARK ANY BOXES. 1. Election of three Class B Directors (or if any nominee is not 2. Proposal to ratify the appointment of FOR AGAINST ABSTAIN available for election, such substitute as the Board of Directors Ernst & Young (Hellas) Certified Auditors may designate): –Accountants S.A. as the Company’s independent registered public accounting Proposal to elect Christos Kokkinis, Ted C. Petrone, and firm for the fiscal year ending December Nikolaos Veraros as Class B Directors of the Company, 31, 2019. whose terms will expire in 2022. WITHHOLD Christos Kokkinis FOR VOTE (01) IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED (02) Ted C. Petrone TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURN- (03) Nikolaos Veraros MENTS OF THE MEETING. CONTROL NUMBER Signature Signature Date, 2019. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.
ï³ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ï³ PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS NAVIOS MARITIME ACQUISITION CORPORATION The undersigned, revoking any previous proxies relating to these shares of common stock, hereby acknowledges receipt of the Notice and Proxy Statement, dated November 18, 2019, in connection with the 2019 Annual Meeting of Stockholders to be held at 10:30 a.m., local time, on Thursday, December 19, 2019 at our offices at 7 Avenue de Grande Bretagne, Office 11B2, Monaco and hereby appoints Angeliki Frangou, George Achniotis and Vasiliki Papaefthymiou, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the common stock of Navios Maritime Acquisition Corporation registered in the name provided in this Proxy which the undersigned is entitled to vote at the 2019 Annual Meeting of Stockholders, and at any adjournments of the meeting, with all the powers the undersigned would have if personally present at the meeting. Without limiting the general authorization given by this Proxy, the proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the Proxy. THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE ELECTION OF CLASS B DIRECTORS AND FOR PROPOSAL 2. (Continued, and to be marked, dated and signed, on the other side)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAVIOS MARITIME ACQUISITION CORPORATION | ||||||
| Date: November 18, 2019 | By: | /s/ Angeliki Frangou | ||||
| Angeliki Frangou | ||||||
| Chairman and Chief Executive Officer | ||||||