Dorian Lpg Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Re-elect three nominees (Marit Lunde, Christina Tan and Christopher J. Wiernicki) as Class I directors to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Appointment of Deloitte as Independent Registered Public Accounting Firm for Fiscal Year Ending March 31, 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte Certified Public Accountants S.A. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3. 3

   Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and narrative disclosures).

   More detail

   This non-binding (advisory) "say-on-pay" proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative. Management is seeking this advisory approval to obtain shareholder feedback on overall pay practices and to validate the Compensation Committee’s approach, which emphasizes a mix of short-term formulaic cash incentives and long-term equity awards designed to align management and shareholder interests. The Company recently strengthened pay-for-performance alignment by formalizing a formula-driven annual cash incentive (with metrics and threshold/target/maximum levels) and introducing performance stock units (PSUs) tied to multi-year RONIC and relative TSR metrics, while maintaining time-based restricted stock for retention. The Board expects the advisory vote outcome will inform future compensation design and decisions, and the Compensation Committee will consider shareholder sentiment when setting future awards. The Board frames the program as balancing retention, competitive pay, and long-term alignment through equity while guarding against excessive risk with diversified metrics, caps and clawback features. Because the vote is advisory, it carries no legal effect, but the Board and Compensation Committee commit to take the result into account when evaluating and modifying compensation practices. The Board recommends a “FOR” vote, asserting the program appropriately links pay to performance and supports long-term shareholder value creation. In the broader governance context, the Company’s adoption of PSUs, formulaic bonus metrics, independent compensation committee oversight and use of an independent compensation consultant reflect a multi-year shift to stronger pay-for-performance alignment that shareholders are being asked to endorse.

4. 4

   Advisory Vote on the Frequency of Future Shareholder Advisory Votes on the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote for shareholders to choose the frequency (every one, two or three years, or abstain) of future advisory say-on-pay votes; the Board recommends a two-year frequency.

   More detail

   This advisory frequency proposal asks shareholders to choose how often they want to vote on executive compensation: every year, every two years, every three years, or to abstain. Management recommends a two-year frequency, arguing it strikes a balance between providing shareholders with regular opportunities to express their views and giving the Board and management time to implement and measure the effects of any compensation changes, particularly given the increasing reliance on multi-year performance-based equity (PSUs) and other long-term incentives. Adopting a biennial frequency would align the timing of shareholder feedback with multi-year performance cycles used in PSU design (e.g., RONIC and relative TSR measures) and reduce the risk of overreacting to short-term market noise. The vote is advisory and non-binding; however, the Board will consider the option receiving the greatest number of votes as the shareholders’ preference and may decide how to act in light of that result. For investors focused on governance, a two-year vote is often viewed as a compromise between annual accountability and the need to assess long-term pay outcomes. Management also notes that abstentions and broker non-votes are handled per applicable rules, and that the Board’s recommendation reflects its view of what best supports constructive shareholder feedback and thoughtful compensation governance.

5. 5

   Approval of the Second Amended and Restated 2014 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of the Amended and Restated 2014 Equity Incentive Plan to increase the share reserve by 2,500,000 shares (from 4,865,000 to 7,365,000) and to incorporate other modifications including provisions addressing Performance Stock Units (PSUs).

   More detail

   This management-sponsored proposal requests shareholder approval to amend and restate the Company’s 2014 Equity Incentive Plan by increasing the share reserve by 2,500,000 shares (from 4,865,000 to 7,365,000) and adopting other modifications including express provisions for Performance Stock Units (PSUs) tied to performance metrics such as RONIC and relative TSR. Management seeks shareholder approval because the existing share reserve is limited (approximately 402,470 shares remaining as of July 27, 2026) and the Compensation Committee expects ongoing use of equity awards for retention, recruitment and long-term incentive alignment. The proposal would permit continued grants of time-based restricted stock, restricted stock units and performance-based awards and formalizes the ability to issue PSUs with multi-year performance metrics; it also includes individual annual grant limits and safeguards (e.g., limits per participant, administrator discretion, change-in-control provisions and tax-related mechanics) described in the plan summary and Appendix B. For governance-minded investors, the amendment includes typical features—committee administration, double-trigger change-in-control treatments for PSUs, and limits on repricing—that moderate dilution and align incentives to long-term performance. The principal trade-off for shareholders is incremental dilution from the 2.5 million new-share reserve; management justifies the increase based on historical award usage, anticipated future needs, and peer practices. If approved, the amendment preserves the Company’s primary mechanism to deliver long-term equity compensation and enables a shift toward a more performance-oriented LTI mix, which management argues better aligns realized pay with shareholder outcomes. The Board recommends a “FOR” vote, asserting the plan amendment supports talent retention and long-term value creation while retaining customary governance protections.

Upcoming shareholder meetings at Dorian Lpg Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Dorian Lpg Ltd 2026 annual meeting?

Dorian Lpg Ltd (LPG) holds its 2026 annual shareholder meeting on Thursday, September 10, 2026.

What is the record date for the Dorian Lpg Ltd 2026 meeting?

The record date for the Dorian Lpg Ltd 2026 meeting is Tuesday, July 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dorian Lpg Ltd's 2026 meeting?

The board is presenting 3 director nominees at the Dorian Lpg Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dorian Lpg Ltd 2026 meeting?

Shareholders will vote on 5 proposals at the Dorian Lpg Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.