Proposal 1 Election of Directors
The Board of Directors is divided into three classes: Class I, Class II and Class III. Pursuant to our Articles of Incorporation, each class of directors consists, as nearly as possible, of one-third of the total number of directors. The total number of directors on the Board may be fixed from time to time by a vote of not less than two-thirds of the number of directors constituting the Board, excluding vacancies. Additionally, the Board is authorized to fill any vacancy on the Board, including directorships resulting from an increase in the number of directors, by a majority vote of the directors then in office.
Each director is elected to serve for a three-year term and until such director’s successor is duly elected and has qualified, except in the event of his or her death, resignation, removal or earlier termination of his or her term of office. The terms of our Class II and III directors will expire in 2024 and 2025, respectively, and the term of our Class I directors will expire at the Annual Meeting.
By the requisite affirmative vote of the Board, the size of the Board of Directors was set at ten directors effective May 1, 2015, reduced to seven directors effective January 26, 2016 and on November 26, 2022 it was increased from seven to eight directors, and Ms. Marit Lunde was appointed as a Class III director to fill the resulting vacancy.
Mr. Thomas J. Coleman, currently serving as a Class I director, has informed the Company that he has elected not to stand for re-election as a director at the Annual Meeting. After extensive consideration by the entire Board, and upon the recommendation of the Company’s nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), in view of Mr. Coleman not standing for re-election at the Annual Meeting and not continuing as a director following the Annual Meeting, the overall composition of the Board and the requirement, as described above, that the classes of the Board be as nearly equal in number as possible, the Board has deemed it to be in the best interests of the Company and its shareholders to reclassify and nominate Ms. Lunde as a Class I director to serve until the Company’s annual meeting of shareholders in 2026, and until such director’s successor is elected and has qualified, provided that, should the Company’s shareholders not elect Ms. Lunde as a Class I director at the Annual Meeting, Ms. Lunde will continue to serve as a Class III director, and the Board will subsequently be re-classified upon the recommendation of the Nominating and Corporate Governance Committee following the Annual Meeting in order to satisfy the requirement that the classes of the Board be as nearly equal in number as possible. In view of the foregoing, the Board has also deemed it to be in the best interests of the Company and its shareholders to reduce the size of the Board from eight to seven directors, effective immediately following the Annual Meeting.
Further, upon the recommendation of the Nominating and Corporate Governance Committee, the Board after due consideration has approved the appointment of Ms. Lunde to both the Nominating and Corporate Governance Committee and the Compensation Committee effective immediately following the Annual Meeting. In addition, upon the recommendation of the Nomination and Corporate Governance Committee, the Board after due consideration has approved the appointment of Mr. Ted Kalborg as the chairman of the Compensation Committee and Mr. Malcolm McAvity as the lead independent director effective immediately following the Annual Meeting.
Our remaining Class I director, whose term expires at this year’s Annual Meeting, is currently Christina Tan. Ms. Tan has served on the Board since May 2015 and was re-elected at the 2020 annual meeting of shareholders. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board after due consideration has nominated Ms. Tan for re-election as a Class I director to serve until the Company’s annual meeting of shareholders in 2026, and until such director’s successor is elected and has qualified.
Our Class II directors, whose terms expire at the annual meeting of shareholders in 2024, are currently Øivind Lorentzen, Ted Kalborg and John C. Lycouris. Mr. Lorentzen and Mr. Lycouris have served as directors since our formation in July 2013. The Board appointed Mr. Kalborg as a director effective December 12, 2014. Mr. Lorentzen, Mr. Kalborg and Mr. Lycouris were re-elected at the Company’s 2021 annual meeting of shareholders.
Our Class III directors, whose terms expire at the annual meeting of shareholders in 2025, are currently John C. Hadjipateras and Malcolm McAvity. Mr. Hadjipateras has served on the Board since our formation in July 2013 and Mr. McAvity was appointed by the Board as a director effective January, 2015. Mr. Hadjipateras and Mr. McAvity were re-elected at the Company’s 2022 annual meeting of shareholders.
Except as indicated herein, there are no arrangements or understandings between any current director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee.
If, at the time of the Annual Meeting, any nominee is unable or unwilling to serve as a director, the persons named as proxy holders will vote your proxy for the election of such substitute nominee as may be designated by the Board in accordance