UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2020
|
|
|
|
|
DORIAN LPG LTD.
|
||
|
(Exact name of registrant as specified in its charter)
|
||
|
Republic of the Marshall Islands
|
001-36437
|
66-0818228
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(IRS employer identification no.)
|
|
|
|
|
|
c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut
|
|
06902
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(Registrant's telephone number, including area code): (203) 674-9900
(Former Name or Former Address, if Changed Since Last Report): None
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 each exchange on which registered
|
|
Common stock, par value $0.01 per share
|
LPG
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Introductory Note
The information contained in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into (i) the registration
statement on Form S-3 (File No. 333-200714) of Dorian LPG Ltd. (the "Company"), filed with the U.S. Securities and Exchange Commission (the "Commission") on June 29, 2015 and (ii) the registration statement on Form S-3 (File No. 333-233104) of the
Company, filed with the Commission on August 7, 2019.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On May 14, 2020, the Compensation Committee of the Board of Directors of the Company (the "Committee") approved discretionary cash bonus
payments to John C. Hadjipateras, John C. Lycouris, Theodore B. Young, Tim T. Hansen and Alexander C. Hadjipateras in the amounts of $1,225,000, $300,000, $300,000, DKK 2,205,479 and $250,000, respectively.
The Committee also approved discretionary restricted share awards under the Company's 2014 Equity Incentive Plan to John C. Hadjipateras, John
C. Lycouris, Theodore B. Young, Tim T. Hansen and Alexander C. Hadjipateras in the amounts of $1,225,000 of restricted shares, 37,500 restricted shares, 35,000 restricted shares, 40,000 restricted shares and 30,000 restricted shares, respectively.
Each restricted share award will be made pursuant to a Restricted Stock Award Agreement, the form of which is incorporated by reference herein. The restricted shares are expected to vest in equal installments on the grant date (June 15, 2020) and on
the first, second, and third anniversary of that date.
Named Executive Officer Base Salary Increases
Also on May 14, 2020, the Committee approved the following annual base salary increases for the following named executive officers, effective
April 1, 2020: for John C. Hadjipateras, a base salary increase from $550,000 to $650,000; for John C. Lycouris, a base salary increase from $450,000 to $550,000; for Theodore B. Young, a base salary increase from $400,000 to $500,000; for Tim T.
Hansen, a base salary increase from DKK 2,625,000 to DKK 3,250,000; and for Alexander C. Hadjipateras, a base salary increase from $250,000 to $325,000.
The cash bonus payments, restricted share awards and base salary adjustments are in recognition of the officers' contributions to the
Company for the fiscal year ended March 31, 2020.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
Exhibit Number
|
Description
|
|
|
10.1
|
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.
|
May 19, 2020
|
|
DORIAN LPG LTD.
|
|
|
|
(registrant)
|
|
|
|
|
|
|
By:
|
/s/ Theodore B. Young
|
|
|
|
Theodore B. Young
|
|
|
|
Chief Financial Officer
|