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): December 21, 2005
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GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands 000-28506 98-043-9758
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation or organization) identification no.)
299 Park Avenue
20th Floor 10171
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (646) 443-8550
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):
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[ ] 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 December 21, 2005, the Board of Directors of Genco Shipping & Trading Limited
(the "Company"), on the recommendation of its Compensation Committee, approved
grants of restricted shares of the Company's common stock to the Company's two
executive officers and to ten other employees as performance compensation for
2005. Robert Gerald Buchanan, President of the Company, and John C. Wobensmith
were granted 10,000 and 15,000 shares of restricted stock, respectively. The
restrictions applicable to the shares granted to Messrs. Buchanan and Wobensmith
will lapse ratably in 25% increments on the first four anniversaries of November
15, 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 Company's 2005 Equity Incentive Plan). An aggregate of 30,600
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 November 15, 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. All of the foregoing recipients of restricted share grants will receive
dividends thereon, subject to possible repayment of dividends on shares subject
to forfeiture under the Company's 2005 Equity Incentive Plan, as described
below.
In addition to the foregoing restricted stock grants, the Company's Board of
Directors approved performance-based cash compensation for the Company's
executive officers as performance compensation for 2005. Messrs. Buchanan and
Wobensmith received $150,000 and $375,000, respectively.
Also on December 21, 2005, the Board of Directors of the Company approved an
amendment and restatement of its 2005 Equity Incentive Plan. The amendment
provides the Board of Directors and its Compensation Committee with discretion
to determine whether dividends paid on unvested restricted shares granted on or
after December 21, 2005 are to be forfeited if the shares themselves are subject
to forfeiture. The foregoing description is qualified by reference to the full
text of the 2005 Equity Incentive Plan which is filed as an exhibit to this
report on Form 8-K and is incorporated by reference in its entirety.
ITEM 9. Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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10.1 Genco Shipping & Trading Limited 2005 Equity Incentive
Plan (as amended and restated effective December 21,
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
DATE: December 22, 2005
/s/ John C. Wobensmith
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John C. Wobensmith
Chief Financial Officer, Secretary and
Treasurer (Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
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Exhibit Number Description
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10.1 Genco Shipping & Trading Limited 2005 Equity Incentive Plan
(as amended and restated effective December 21, 2005)
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