SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number: 001-34153
Global Ship Lease, Inc.
(Translation of registrants name into English)
c/o Global Ship Lease Services Limited
25 Wilton Road
London SW1V 1LW
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Results of Annual Meeting of Shareholders
On December 7, 2022, Global Ship Lease, Inc. (the Company) held its 2022 Annual Meeting of Shareholders (the Meeting). At the Meeting, the following Proposals One and Two, which are set forth in more detail in the Companys Notice of Annual Meeting of Shareholders and Proxy Statement furnished to shareholders on or about October 25, 2022, were approved and adopted:
to elect each of Michael Chalkias and George Giouroukos to serve as Term II Directors until the Companys 2025 Annual Meeting of Shareholders and until such time as his successor has been duly elected and qualified; and
to ratify the appointment of PricewaterhouseCoopers S.A. as the Companys independent public accounting firm for the fiscal year ending December 31, 2022.
Proposal Three, seeking shareholder approval of an amendment to the Companys Amended and Restated Articles of Incorporation to lower the quorum requirement for shareholder meetings to one-third (1/3) of the outstanding shares, did not receive the requisite number of votes to pass. The Meeting was adjourned solely with respect to Proposal Three in order to provide additional time for shareholders to vote on Proposal Three (the Adjournment). The Annual Meeting will be reconvened, solely for the purpose of voting on Proposal Three, on January 5, 2023 at 8:00 p.m. local time, at 3-5 Menandrou Str., 14561 Kifisia, Athens, Greece.
Attached to this report on Form 6-K (this Report) as Exhibit 99.1 is a copy of the press release of the Company, dated December 7, 2022, and attached to this Report as Exhibit 99.2 is a letter to the shareholders of the Company, each relating to the Meeting and the Adjournment.
The information contained in this Report, except for Exhibit 99.1 and Exhibit 99.2, is hereby incorporated by reference into the Companys registration statements on Form F-3 (File Nos. 333-231509, 333-258800 and 333-267468) and Form S-8 (File Nos. 333-258992 and 333-264113).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|GLOBAL SHIP LEASE, INC.|
|Dated: December 13, 2022||By:|
|Ian J. Webber|
|Chief Executive Officer|
Investor and Media Contact:
The IGB Group
Global Ship Lease Announces Results of 2022 Annual Meeting of Shareholders
The Company to Reconvene the 2022 Annual Meeting on January 5, 2023 for Shareholders to Act on
One Outstanding Proposal
LONDON, December 7, 2022 Global Ship Lease, Inc. (NYSE: GSL) (the Company or GSL) today announced the election of two Term II Directors at the Companys 2022 Annual Meeting of Shareholders (the Annual Meeting), held today in Athens, Greece. The Directors, Michael Chalkias and George Giouroukos, were each re-elected to serve until the Companys 2025 Annual Meeting of Shareholders and until such time as his successor has been duly elected and qualified.
Additionally, the appointment of PricewaterhouseCoopers S.A. as the Companys independent public accounting firm for the fiscal year ending December 31, 2022 was ratified.
Finally, the Company adjourned the Annual Meeting without taking action on the proposal to approve the adoption of an amendment to the Companys Amended and Restated Articles of Incorporation establishing a quorum for all meetings of shareholders of the Company of one-third (1/3) of the shares, present either in person or by proxy, issued and outstanding and entitled to vote at such meetings (Proposal Three). The decision to adjourn the Annual Meeting solely with respect to Proposal Three was made to provide additional time for shareholders to vote on this proposal, which as of December 7, 2022, did not achieve the requisite affirmative vote of the holders of at least a majority of the Class A common shares outstanding. The adjourned Annual Meeting will reconvene on January 5, 2023 at 8:00 p.m. local time, at 3-5 Menandrou Str., 14561 Kifisia, Athens, Greece.
The Company encourages all shareholders to read the proxy statement dated October 25, 2022, including any amendments and supplements thereto, and to submit a proxy indicating their vote on Proposal Three prior to the reconvened Annual Meeting. The record date for shareholders entitled to vote remains October 17, 2022. Shareholders who require proxy materials are encouraged to contact Morrow Sodali, the Companys proxy solicitor, at (800) 662-5200 or by e-mail at GSL@investor.morrowsodali.com. Valid proxies submitted by the Companys shareholders prior to the original Annual Meeting will continue to be valid for purposes of the reconvened Annual Meeting.
This communication is not a solicitation of a proxy from any shareholder. However, the Company and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies for the Annual Meeting. The notice of the Annual Meeting, proxy statement, and certain other materials (the Proxy Materials) were furnished to all shareholders of record on or about October 25, 2022, and additionally were furnished to the U.S. Securities and Exchange Commission (the Commission) and available on the Commissions website at www.sec.gov. Shareholders of the Company and other interested persons are advised to read the Companys Proxy Materials, including any amendments and supplements thereto, because they contain, or will contain, important information about the Annual Meeting and the solicitation of proxies.
About Global Ship Lease
Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. It was listed on the New York stock Exchange in August 2008.
As at November 8, 2022, Global Ship Lease owned 65 containerships, ranging from 1,118 to 11,040 TEU, with an aggregate capacity of 342,348 TEU. 32 ships are wide-beam Post-Panamax.
Adjusted to include all charters agreed, up to November 8, 2022, the average remaining term of the Companys charters as at September 30, 2022, to the mid-point of redelivery, including options under the Companys control and other than if a redelivery notice has been received, was 2.9 years on a TEU-weighted basis. Contracted revenue on the same basis was $2.23 billion. Contracted revenue was $2.65 billion, including options under charterers control and with latest redelivery date, representing a weighted average remaining term of 3.7 years.
Safe Harbor Statement
This press release contains forward-looking statements. Forward-looking statements provide the Companys current expectations or forecasts of future events. Forward-looking statements include statements about the Companys expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as anticipate, believe, continue, estimate, expect, intend, may, ongoing, plan, potential, predict, project, will or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and the Company cannot assure you that the events or expectations included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including the factors described in Risk Factors in the Companys Annual Report on Form 20-F and the factors and risks the Company describes in subsequent reports filed from time to time with the U.S. Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to reflect the occurrence of unanticipated events.
Dear Fellow Global Ship Lease Shareholder:
Our annual shareholder meeting was held on December 7, 2022 (the Annual Meeting). Proposals One and Two the proposals to elect two directors and appoint PricewaterhouseCoopers SA as our independent public accounting firm for 2022 were passed. Proposal Three, seeking shareholder approval of an amendment to our Amended and Restated Articles of Incorporation to lower the quorum requirement for shareholder meetings to one-third (1/3) of the outstanding shares (the Quorum Amendment), did not yet receive the requisite number of votes to pass, and the Annual Meeting was adjourned solely with respect to Proposal Three in order to provide additional time for shareholders to vote. The Annual Meeting will be reconvened, solely for the purpose of voting on Proposal Three, on January 5, 2023 at 8:00 p.m. local time, at 3-5 Menandrou Str., 14561 Kifisia, Athens, Greece.
Currently, our Amended and Restated Articles of Incorporation requires a quorum of the majority of our common stock outstanding. Due to the increased size and diversified nature of our shareholder base, it has become more difficult to obtain the current quorum at shareholder meetings. Preparing proxy materials including printing and mailing such materials to shareholders, together with proxy solicitation, in order to reach the current quorum requirement, is costly. The Board of Directors believes that reducing the quorum requirement by adopting the Quorum Amendment will markedly improve the efficiency of our shareholders meetings, for example by reducing the possibility of having to adjourn future shareholder meetings due to the failure to obtain a quorum, and also lead to reduced costs.
We strongly urge you to support this proposal, by voting the enclosed proxy card or better yet, voting via the internet or by telephone using the enclosed instructions provided by your broker.
Thank you in advance for your support, and for your investment in Global Ship Lease.
|December 8, 2022|