Date of Report (Date of earliest event reported): May 7, 2026
PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact Name of Registrant as Specified in Charter)
Bermuda
001-36798
98-1205464
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf, Newport, Rhode Island02840
(Address of Principal Executive Offices) (Zip Code)
(401) 846-7790
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, par value $0.0001 per share
PANL
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 7, 2026, Pangaea Logistics Solutions Ltd., a Bermuda corporation (the “Company”), held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). There were a total of 65,318,647 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 54,259,260 shares of Common Stock, constituting a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were represented either in person or by proxy, and accordingly, a quorum was present. At the Annual Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.
1.To elect the following directors to our Board of Directors as Class III directors serving until the annual meeting of shareholders to be held in 2029:
Class III Nominees
Votes For
Votes Against
Abstain
Broker Non-Vote
Richard T. du Moulin
44,406,109
3,441,523
680,553
5,731,075
Karen H. Beachy
47,068,821
775,680
683,684
5,731,075
Gary Vogel
46,568,495
1,417,883
541,807
5,731,075
Paul M. Leand, Jr.
47,396,611
1,099,077
32,497
5,731,075
2.To elect one director to our Board of Directors as a Class I director serving until the annual meeting of shareholders to be held in 2027.
Class I Nominees
Votes For
Votes Against
Abstain
Broker Non-Vote
Mads Rosenberg Boye Petersen
48,201,270
293,007
33,908
5,731,075
3.To elect one nominee to our Board of Directors as a Class II directors serving until the annual meeting of shareholders to be held in 2028:
Class II Nominees
Votes For
Votes Against
Abstain
Broker Non-Vote
Eugene I. Davis
46,867,026
963,350
697,809
5,731,075
4.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2026:
Votes For
Votes Against
Abstain
Broker Non-Vote
53,448,589
280,481
530,190
—
5.To approve, on an advisory, non-binding basis, the compensation of named executive officers:
Votes For
Votes Against
Abstain
Broker Non-Vote
47,010,138
825,844
692,203
5,731,075
SIGNATURE
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 hereunto duly authorized.
Dated: May 11, 2026
PANGAEA LOGISTICS SOLUTIONS LTD.
By:
/s/ Gianni Del Signore
Name: Gianni Del Signore Title: Chief Financial Officer