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
Dated: October 20, 2017
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
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 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):
Yes ☐ No ☒
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):
Yes ☐ No ☒
Information Contained in this Report on Form 6-K
Attached hereto is a copy of the Notice of 2017 Annual Meeting of Stockholders and the Proxy Statement of Navios Maritime Holdings Inc. dated October 20, 2017 with respect to such meeting to be held on December 15, 2017.
October 20, 2017
We cordially invite you to attend our 2017 annual meeting of stockholders to be held at 10:00 a.m., Monaco time, on December 15, 2017, at our offices at Le Montaigne Bloc B, 7 Avenue de Grande Bretagne, Monaco. The attached notice of annual meeting and proxy statement describe the business we will conduct at said meeting and provide information about Navios Maritime Holdings Inc. (the Company) that you should consider when you vote.
When you have finished reading the proxy statement, please promptly vote your interests by marking, signing, dating and returning the proxy card in the enclosed envelope. We encourage you to vote by proxy so that your interests will be represented and voted at the meeting, whether or not you can attend.
|Chairman and Chief Executive Officer|
NAVIOS MARITIME HOLDINGS INC.
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
October 20, 2017
TIME: 10:00 a.m., Monaco time
DATE: December 15, 2017
PLACE: Offices of Navios Maritime Holdings Inc., Le Montaigne Bloc B, Office 11B2, 7 Avenue de Grande Bretagne, Monaco
|1.||To elect two Class C directors, whose terms, upon election, will expire in 2020.|
|2.||To approve an amendment to the Companys Amended and Restated Articles of Incorporation (the Charter) to create a new class of directors to our Board of Directors (Class D), and to allow holders of the Companys 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (the Series G Preferred Stock) and the Companys 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (the Series H Preferred Stock) the right to elect the Class D director to our Board of Directors under certain circumstances.|
|3.||To ratify the appointment of PricewaterhouseCoopers S.A. (PricewaterhouseCoopers) as the Companys independent public accountants for the fiscal year ending December 31, 2017.|
|4.||To consider any other business that is properly presented at the meeting.|
WHO MAY VOTE:
You may vote if you were the record owner of Navios Maritime Holdings Inc. stock at the close of business on October 17, 2017. 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.
|BY ORDER OF THE BOARD OF DIRECTORS|
|Executive Vice President, Legal|
NAVIOS MARITIME HOLDINGS INC.
LE MONTAIGNE BLOC B, OFFICE 11B2
7 AVENUE DE GRANDE BRETAGNE
MONTE CARLO, MC 98000 MONACO
(11) + (377) 9798-2140
PROXY STATEMENT FOR
NAVIOS MARITIME HOLDINGS INC.
2017 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 2017
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
Why Did You Send Me this Proxy Statement?
We sent you this proxy statement and the enclosed proxy card because Navios Maritime Holdings Inc.s Board of Directors (the Board of Directors) is soliciting your proxy to vote at the 2017 annual meeting of stockholders and any adjournments of the meeting to be held at 10:00 a.m., Monaco time, on December 15, 2017, at our offices at Le Montaigne Bloc B, Office 11B2, 7 Avenue de Grande Bretagne, 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 October 20, 2017, 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 2017 Annual Report on Form 20-F on our website at www.navios.com or the Securities and Exchange Commissions electronic data system called EDGAR at www.sec.gov.
Who Can Vote?
Only stockholders who owned Navios Maritime Holdings Inc. common stock at the close of business on October 17, 2017 are entitled to vote at the annual meeting. On this record date, there were 119,547,372 shares of Navios Maritime Holdings Inc. common stock outstanding and entitled to vote. Navios Maritime Holdings Inc. 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 NM.
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 Navios Maritime Holdings Inc. common stock that you own entitles you to one vote.
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 broker or other nominee explaining how to vote your shares.|
|||In person at the meeting. Contact the broker or other nominee who holds your shares to obtain a brokers 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 bank, broker or other nominee.|
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 C directors;|
|||FOR the amendment to the Charter; and|
|||FOR ratification of the selection of independent auditors for our fiscal year ending December 31, 2017.|
If any other matter is presented, the proxy card provides that your shares of common stock 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 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 Navios Maritime Holdings Inc.s Executive Vice President, Legal, 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.|
What Vote is Required to Approve Each Proposal and How are Votes Counted?
Proposal 1: Elect Directors
|The nominees for Class C director who receive the most votes (also known as a plurality of the votes) will be elected. Abstentions are not counted for purposes of electing directors. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of Class C directors. Brokerage firms do not have authority to vote customers non-voted 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: Approve the Amendment to the Charter
|The affirmative vote of the holders of two-thirds of the Companys issued and outstanding common stock entitled to vote is required to approve the amendment to the Charter. Abstentions and broker non-votes will be treated as votes against this proposal. Under the Certificates of Designation for our Series G and Series H Preferred Stock (the Certificate of Designations), if either one quarterly Series G or Series H Dividend are in arrears, then the Company is required to use commercially reasonable efforts to obtain an amendment to the Charter to effectuate any and all such changes as may be necessary to permit the Series G and/or Series H Holders the ability to exercise certain voting rights pursuant to the Certificate of Designations. As of the date of this Proxy Statement, six quarterly Series G and Series H Dividends are in arrears.|
Proposal 3: Ratify Selection of Auditors
|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 independent auditors. Abstentions will be treated as votes against this proposal. Brokerage firms have authority to vote customers non-voted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-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 PricewaterhouseCoopers as our independent accountants for 2017, 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 one-third (1/3) 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, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.
ELECTION OF DIRECTORS
(Notice Item 1)
Our Board of Directors currently consists of seven directors, who are divided into three classes. As provided in our Amended and Restated Articles of Incorporation, each director is elected to serve for a three-year term and until such directors successor is duly elected and qualified, except in the event of such directors death, resignation, removal or earlier termination of such directors term of office. The terms of our two Class C directors expire at the annual meeting. Accordingly, the Board of Directors has nominated Angeliki Frangou and Vasiliki Papaefthymiou, each of whom is a Class C director, for election as directors whose terms would expire at our 2020 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 thereby FOR the election of the following two nominees. It is expected that each of these nominees will be able to serve, but if we become aware before the election that any of the nominees is unable to serve as a director, 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 C Directors to the Board of Directors
Information concerning the nominees for the Class C directors is set forth below:
|52||Class C Director|
|48||Class C Director|
Angeliki Frangou has been our Chairman and Chief Executive Officer since our inception in 2005. She has also been Chairman and CEO of Navios Maritime Partners L.P. (NYSE: NMM) (2007), Navios Maritime Acquisition Corporation (NYSE: NNA) (2008), Navios Maritime Midstream Partners L.P. (NYSE: NAP) (2014) and Navios Maritime Containers Inc. (NOTC: NMCI), an affiliated corporation (April 2017). Additionally, Ms. Frangou has been the Chairman of the Board of Directors of Navios South American Logistics Inc. since its inception in 2007.
Ms. Frangou is the Chairman of IRF European Finance Investments Ltd., listed on the SFM of the London Stock Exchange, and is also a Member of the Board of the United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited. Since 2015, she has also been a Board Member of the Union of Greek Shipowners, as well as on the Board of Trustees of Fairleigh Dickinson University.
Since 2013, Ms. Frangou has been a Member of the Board of Visitors of the Columbia University School of Engineering and Applied Science. Ms. Frangou also acts as Vice Chairman of the China Classification Society Mediterranean Committee, is a member of the International General Committee and of the Hellenic and Black Sea Committee of Bureau Veritas, and a member of Greek Committee of Nippon Kaiji Kyokai. Ms. Frangou received a bachelors degree in Mechanical Engineering, summa cum laude, from Fairleigh Dickinson University and a masters degree in Mechanical Engineering from Columbia University.
Vasiliki Papaefthymiou has been Executive Vice President Legal and a member of Navios Holdings board of directors since its inception, and prior to that was a member of the board of directors of ISE. Ms. Papaefthymiou has served as general counsel for Maritime Enterprises Management S.A. since October 2001, where she has advised the Company on shipping, corporate and finance legal matters. Ms. Papaefthymiou provided similar services as general counsel to Franser Shipping from October 1991 to September 2001. Ms. Papaefthymiou received her undergraduate degree from the Law School of the University of Athens and a master degree in Maritime Law from Southampton University in the United Kingdom. Ms. Papaefthymiou is admitted to practice law before the Bar in Piraeus, Greece.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ANGELIKI FRANGOU AND VASILIKI PAPAEFTHYMIOU AS CLASS C DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
AMENDMENT OF OUR CHARTER TO ALLOW HOLDERS OF THE COMPANYS SERIES G AND SERIES H PREFERRED STOCK THE RIGHT TO ELECT ONE MEMBER OF THE BOARD OF DIRECTORS.
(Notice Item 2)
Under the Certificate of Designations, if either one quarterly Series G or Series H Dividend are in arrears, then the Company is required to use commercially reasonable efforts to obtain an amendment to the Charter to effectuate any and all such changes as may be necessary to permit the Series G and/or Series H Holders the ability to exercise certain voting rights pursuant to the Certificate of Designations. If and when six or more quarterly Series G and/or Series H Dividends are in arrears, whether or not consecutive, then if the Charter has been amended, the Series G and/or Series H Holders shall have the right at a meeting of the Company called for such purpose within 30 days after receipt by the Corporation of a request by Series G and/or Series H Holders holding a majority of the outstanding Series G and/or Series H Preferred Stock to elect one member of the Board of Directors. If the Charter has not been amended as described in the preceding sentence, then, until such amendment is fully approved and effective the Series G and Series H Holders would not be able to elect a director onto our staggered Board, and the Series G and/or Series H Dividend Rates shall increase by 25 basis points.
As of the date of this Proxy Statement, six quarterly Series G and Series G Dividends are in arrears.
The Board of Directors, based on advice of Marshall Islands counsel, has determined that it is required to seek an amendment to our Charter in order to create a new class of directors (Class D) of our Board of Directors. The amendment would also provide that such right of such Series G and/or Series H Holders to elect a Class D director shall continue until such time as all dividends accumulated and in arrears on the Series G and/or Series H Preferred Stock have been paid in full or sufficient funds for such payment have been declared and set apart for such purpose, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series G and/or Series H Dividends as described above. Upon any termination of the right of the Series G and/or Series H Holders to vote for such Class D director, the term of office of such Class D director then in office elected by such Series G and/or Series H Holders shall terminate immediately. Any Class D director elected by the Series G and/or Series H Holders shall be entitled to one vote on any matter before the Board of Directors.
The affirmative vote of two-thirds of the issued and outstanding stock of the Company entitled to vote at the meeting is required to approve the amendment to our Charter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO OUR CHARTER, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
INDEPENDENT PUBLIC ACCOUNTANTS
(Notice Item 3)
The Board of Directors is submitting for ratification of the appointment of PricewaterhouseCoopers as our independent public accountants for the fiscal year ending December 31, 2017. The Board proposes that the stockholders ratify this appointment. PricewaterhouseCoopers audited our financial statements for the fiscal year ended December 31, 2016.
PricewaterhouseCoopers has advised us that it does not have any direct or indirect financial interest in the Company, nor has it had any such interest in connection with us during the past three years other than in its capacity as our independent auditors.
All services rendered by the independent auditors 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 accountants. However, in the event that the stockholders do not ratify the appointment of PricewaterhouseCoopers as our independent public accountants, the Audit Committee of the Board of Directors will reconsider its appointment.
The affirmative vote of a majority of the shares present or represented and entitled to vote at the annual meeting is required to ratify the appointment of the independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS OUR INDEPENDENT PUBLIC ACCOUNTANTS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
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.
The Board of Directors knows of no other business which will be presented to the annual meeting. If any other business is properly brought before the annual meeting, proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.
|BY ORDER OF THE BOARD OF DIRECTORS|
|Executive Vice President, Legal|
October 20, 2017
NAVIOS MARITIME HOLDINGS INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS DECEMBER 15, 2017
NAVIOS MARITIME HOLDINGS INC.S BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement dated October 20, 2017 in connection with the Annual Meeting of Stockholders to be held at 10:00 a.m. Monaco time, on December 15, 2017 at the offices of Navios Maritime Holdings Inc. at Le Montaigne Bloc B, Office 11B2, 7 Avenue de Grande Bretagne, Monaco and hereby appoints George Achniotis the attorney and proxy of the undersigned, with power of substitution to vote all shares of the Common Stock of Navios Maritime Holdings Inc. registered in the name provided in this Proxy which the undersigned is entitled to vote at the 2017 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 Directors in Proposal 1, FOR Proposal 2 and FOR Proposal 3.
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournments of the meeting.
If you wish to vote in accordance with the Board of Directors recommendations, just sign on the reverse side. You need not mark any boxes.
|1.||Election of Class C Directors (or if any nominee is not available for election, such substitute as the Board of Directors may designate):|
Proposal to elect Angeliki Frangou and Vasiliki Papaefthymiou as Class C Directors of the Company, whose terms, upon election, will expire in 2020.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
|2.||Amendment to the Charter: Proposal to amend the Amended and Restated Articles of Incorporation.|
|3.||Ratification of PricewaterhouseCoopers: Proposal to ratify the appointment of PricewaterhouseCoopers as the Companys independent public accountants for the fiscal year ending December 31, 2017.|
|☑||Please mark votes as in this example.|
The Board of Directors recommends a vote FOR the election of the nominees in Proposal 1, FOR the amendment to the Charter in Proposal 2 and FOR the ratification of PricewaterhouseCoopers in Proposal 3.
|In their discretion the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournments of the meeting. If you wish to vote in accordance with the Board of Directors recommendations, just sign this Proxy. You need not mark any boxes. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.|
PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE
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.
|NAVIOS MARITIME HOLDINGS INC.|
|Chief Executive Officer|
|Date: October 20, 2017|