SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31, 2005
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GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
Republic of the Marshall 000-28506 98-043-9758
Islands
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
35 West 56th Street,
New York, NY 10019
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (646) 443-8550
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry Into a Material Definitive Agreement.
On October 31, 2005, the Board of Directors of Genco Shipping & Trading
Limited (the "Company") approved an amendment and restatement of its 2005
Equity Incentive Plan (the "Plan"). These amendments provide for the
delegation of the Board of Directors' authority to administer the Plan (other
than amending or terminating the Plan, but including the authority to grant
awards) to a committee of the Board of Directors; clarify that Restricted
Stock Units are distributed automatically upon vesting, without the need to
exercise the award; and make other minor corrections and clarifications.
The foregoing discussion is qualified by reference to the full text of the
Plan which is filed as an exhibit to this report on Form 8-K and is
incorporated by reference in its entirety.
On October 31, 2005, the Company's Board of the Directors also approved
initial grants of restricted shares of the Company's common stock to the
Company's senior executive officers, to six members of the Company's Board of
Directors, and to ten other employees. Robert Gerald Buchanan, President of
the Company, and John C. Wobensmith, Chief Financial Officer, were granted
29,850 and 32,262 shares of restricted stock, respectively. The restrictions
applicable to the shares granted to Messrs. Buchanan and Wobensmith and will
lapse with respect to 25% of the shares on each of the first four
anniversaries of July 22, 2005. The restrictions applicable to the shares
granted to these two executives will also lapse with respect to a pro rata
percentage of the shares upon their death or disability or termination
without cause between two vesting dates, and will lapse in full upon the
occurrence of a Change of Control (as defined in the Plan). Peter C.
Georgiopoulos, Chairman of the Board, and Nathaniel C.A. Kramer, Basil G.
Mavroleon, Rear Admiral Robert C. North, USUGC (ret.), Harry A. Perrin, and
Mark F. Polzin, members of the Board, were each granted 1,200 restricted
shares of Common Stock, with restrictions on all such shares to lapse, if at
all, on the earliest of July 22, 2006, the occurrence of a Change of Control
or the date of the Company's 2006 Annual Meeting of Shareholders.
Restrictions on a pro rata percentage of each director's restricted shares
will also lapse upon such director's death or disability. An aggregate of
49,300 shares of restricted stock were granted to ten employees of the
Company other than Messrs. Buchanan and Wobensmith. The restrictions
applicable to the shares granted to these employees will lapse with respect
to 25% of the shares on each of the first four anniversaries of July 22,
2005. The restrictions applicable to the shares granted to these employees
will also lapse with respect to a pro rata percentage of the shares upon
their death or disability between two vesting dates, and will lapse in full
upon the occurrence of a Change of Control. Recipients of restricted share
grants will receive dividends thereon but must repay dividends on any shares
subject to forfeiture under the terms of such recipient's grant agreement.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On October 31, 2005, the Audit Committee of the Company's Board of Directors
approved amendments to the Company's Code of Ethics (the "Code"). The waiver
provisions of the Code were amended so that the Board, in addition to its
Audit Committee, shall be permitted to make such waivers. In addition, the
whistleblower provisions of the Code were amended to allow the Company's
Audit Committee to be contacted directly and anonymously.
The foregoing discussion is qualified by reference to the full text of the
Company's Code of Ethics which is filed as an exhibit to this report on Form
8-K and is incorporated by reference in its entirety.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Genco Shipping & Trading Limited 2005 Equity Incentive Plan,
as amended and restated effective October 31, 2005.
14.1 Genco Shipping & Trading Limited Code of Ethics, as amended
and restated effective October 31, 2005.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Genco Shipping & Trading Limited has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GENCO SHIPPING & TRADING LIMITED
/s/ John C. Wobensmith
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John C. Wobensmith
Chief Financial Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer)
DATE: November 4, 2005
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