Introductory Note
The information contained in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into the registration statement on Form S-3 (File No. 333-266588) of Dorian LPG Ltd. (the “Company”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 5, 2022.
Item 2.02 Results of Operations and Financial Condition
On October 24, 2024, the Company issued a press release (the "Press Release") providing an outlook for the quarter ended September 30, 2024 (the "Second Quarter 2025") and announcing the Second Quarter 2025 earnings and conference call date. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 to Form 8-K, the information under this Item 2.02 and the Press Release shall be deemed to be "furnished" to the Securities and Exchange Commission (the "SEC") and not be deemed to be "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 23, 2024, the board of directors (the “Board”) of the Company, on the recommendation of its Nominating and Corporate Governance Committee, unanimously authorized the increase in the size of the Board from seven to eight directors, and, to fill the resulting vacancy, appointed Mark Ross to serve as a Class III director, effective immediately.
Mr. Ross, age 61, has enjoyed a distinguished 34-year career at Chevron Corporation, advancing through various roles across Chevron’s downstream, upstream, trading, and shipping organizations. From May 2015 to May 2024, he served as president of Chevron Shipping Company, where his responsibilities included overseeing a 2,000-person global workforce and ensuring the safe and efficient operation of a modern fleet of 30 ships to transport crude oil, LNG, LPG, and refined products for Chevron operations around the globe. Mr. Ross holds a Bachelor of Science in Chemical Engineering from the University of California at Berkeley, a Master of Science in Chemical Engineering from the University of Illinois at Urbana-Champaign, and a Master of Business Administration from the University of California at Berkeley. Mr. Ross is a director of the American Bureau of Shipping (ABS). He is also a past chairman of the Oil Companies International Marine Forum (OCIMF) and the Society of International Gas Tanker and Terminal Operators (SIGTTO).
Mr. Ross is not a party to any transaction with the Company that would require disclosure under Item 404(a) of SEC Regulation S-K or any arrangement or understanding with any other person pursuant to which he was selected as a director.
Item 7.01 Regulation FD Disclosure
On October 24, 2024, the Company also announced in the Press Release that its Board of Directors has declared a dividend of $1.00 per share of the Company’s common stock. The dividend is payable on or about November 25, 2024 to all shareholders of record as of the close of business on November 5, 2024.
This is an irregular dividend. Future declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual
