Pangaea Logistics Solutions Ltd

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect four nominees (Richard T. du Moulin; Karen H. Beachy; Gary Vogel; Paul M. Leand, Jr.) as Class III directors to serve until the 2029 annual meeting.

2. 2

   Election of Class I Director

   ManagementBoard: FOR

   Elect Mads Rosenberg Boye Petersen as a Class I director to serve until the 2027 annual meeting.

3. 3

   Election of Class II Director

   ManagementBoard: FOR

   Elect Eugene I. Davis as a Class II director to serve until the 2028 annual meeting.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

5. 5

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Named Executive Officers for 2025 as disclosed in the proxy statement.

   More detail

   This management proposal requests an advisory, non‑binding shareholder vote to approve the Company’s disclosed 2025 executive compensation. Management is seeking shareholder endorsement to signal investor support for its compensation design, which the Compensation Committee tied to adjusted EBITDA (60%), safety (15%), and individual strategic initiatives (25%) for annual bonuses and has shifted long‑term equity awards toward a mix of time‑based RSUs and performance‑based PSUs beginning in 2026 (50% ROCE / 50% rTSR for PSUs). The advisory vote does not alter compensation arrangements directly but serves as a gauge for the Board and Compensation Committee when setting future pay practices and metrics; the Board explicitly states it will consider the vote results. The proposal is positioned in the context of the Company’s broader governance practices (annual say‑on‑pay votes, adoption of a Clawback Policy and enhanced equity performance metrics) and aims to reinforce alignment between management incentives and shareholder value. Management recommends a FOR vote, arguing that the disclosed program appropriately balances short‑term operational targets with longer‑term performance alignment and includes safeguards such as vesting schedules and the forthcoming performance measures for PSUs. Given the Company’s recent operational and safety performance and the Compensation Committee’s use of an independent consultant, proponents will likely argue the program appropriately rewards achievement while aligning interests with shareholders; critics may point to below‑target adjusted EBITDA in 2025 and the non‑binding nature of the vote as reasons to push for stronger performance contingencies or greater disclosure. The Board frames the vote as an important feedback mechanism rather than a binding change, which is typical for smaller reporting companies; the outcome could influence future weighting of performance metrics, disclosure practices, and the mix of cash versus equity pay.

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When is the Pangaea Logistics Solutions Ltd 2026 annual meeting?

Pangaea Logistics Solutions Ltd (PANL) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Pangaea Logistics Solutions Ltd 2026 meeting?

The record date for the Pangaea Logistics Solutions Ltd 2026 meeting is Tuesday, March 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pangaea Logistics Solutions Ltd's 2026 meeting?

The board is presenting 6 director nominees at the Pangaea Logistics Solutions Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pangaea Logistics Solutions Ltd 2026 meeting?

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