UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Republic of the | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification no.) |
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c/o Dorian LPG (USA) LLC, |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code): (
(Former Name or Former Address, if Changed Since Last Report): None
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Introductory Note
The information contained in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into the registration statement on Form S-3 (File No. 333-266588) of Dorian LPG Ltd. (the “Company”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 5, 2022.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Company previously reported the compensation approved by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) for all named executive officers of the Company on the Current Report on Form 8-K filed with the Commission on July 7, 2023. The Committee and the Board (as applicable) have subsequently approved increases in cash bonus payments and restricted share awards to certain employees and executive officers of the Company in recognition for contributions to the Company for the fiscal year ended March 31, 2023 and increases in the annual compensation awarded to non-employee directors, as follows:
| (a) | Increases in the discretionary cash bonus payments to John C. Hadjipateras and John C. Lycouris from $1,000,00 to $1,225,000 and from $350,000 to $450,000, respectively. |
| (b) | Increases to the discretionary restricted share awards under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”) granted to Mr. Hadjipateras and Mr. Lycouris from 72,500 restricted shares to 84,500 restricted shares and from 30,000 restricted shares to 35,000 restricted shares, respectively. Mr. Hadjipateras’ restricted shares shall vest ratably and in three equal installments on September 15, 2023, August 5, 2024 and August 5, 2025. Notwithstanding the foregoing, the restricted shares to be issued to Mr. Hadjipateras that are eligible to vest on August 5, 2025 shall vest subject to a revised vesting formula to be determined by the Committee. Mr. Lycouris’ restricted shares shall vest ratably and in two equal installments on September 15, 2023 and August 5, 2024. Notwithstanding the foregoing, the restricted shares to be issued to Mr. Lycouris that are eligible to vest on August 5, 2024 shall vest subject to a revised vesting formula to be determined by the Committee. |
(i) grants by the Company of up to an aggregate of 20,000 restricted shares of the Company pursuant to the Plan to certain non-executive employees of the Company (to be determined by the Chairman of the Board at his sole discretion) and (ii) an increase in the annual compensation awarded to non-employee Directors of the Board from $100,000 to $155,000 (100% as an equity award), beginning with the fiscal year ending March 31, 2024.
Other than disclosed in this report, no other changes to the compensation of the named executive officers of the Company has been approved by the Committee. Additional information relating to compensation paid in the fiscal year ended March 31, 2023 or earned by each of the Company’s named executive officers in respect of the same period is included in the Company’s Current Report on Form 8-K, filed with the Commission on July 7, 2023 and in the Company’s Proxy Statement with respect to the Company’s 2023 Annual Meeting of Shareholders filed with the Commission on July 31, 2023 and in the Company’s Supplement to the Proxy Statement filed with the Commission on September 8, 2023.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits
Exhibit Number |
| Description |
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
September 8, 2023 | DORIAN LPG LTD. | |
(registrant) | ||
By: | /s/ Theodore B. Young | |
Theodore B. Young | ||