kl05032.htm  


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2011
 
               
 
BALTIC TRADING LIMITED
(Exact Name of Registrant as Specified in Charter)

Republic of the Marshall Islands
001-34648
98-0637837
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

299 Park Avenue
20th Floor
(Address of Principal Executive Offices)
 
 
10171
(Zip Code)

Registrant’s telephone number, including area code:  (646) 443-8550
 

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):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 

 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
On May 12, 2011, Baltic Trading Limited (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, shareholders of record on March 15, 2011 were entitled to vote 16,883,500 shares of the Company’s common stock (the “Common Stock”), each having one vote per share, and 5,699,088 shares of the Company’s Class B Stock (“Class B Stock”), each having fifteen votes per share.  Holders of Common Stock and Class B Stock voted together as a single class on all matters presented for a vote at the Annual Meeting.  A total of 15,141,585 shares of Common Stock (89.68% of all such shares entitled to vote at the Annual Meeting) and 5,699,088 shares of Class B Stock (100% of all such shares entitled to vote at the Annual Meeting) were represented at the Annual Meeting in person or by proxy.
 
At the Annual Meeting, the shareholders of the Company (i) elected two director nominees to hold office until the 2014 Annual Meeting of Shareholders and until their successors are elected and qualified or until their earlier resignation or removal, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent certified public accountants for the fiscal year ended December 31, 2011, (iii) approved an advisory, non-binding resolution regarding the compensation of the Company’s named executives, and (iv) approved every three years in an advisory, non-binding resolution as the frequency of the advisory vote on the compensation of the Company’s named executives.  Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
 
Election of Directors
 
The shareholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors.  The voting results were as follows:
 
Name of Nominee
 
Votes For
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
Peter C. Georgiopoulos
 
88,879,682
 
6,254,689
 
0
 
5,493,534
Basil G. Mavroleon
 
91,390,046
 
3,744,325
 
0
 
5,493,534

Ratification of Appointment of Independent Certified Public Accountants
 
The shareholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent certified public accountants for the fiscal year ended December 31, 2011.  The voting results were as follows:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
100,535,692
 
60,531
 
31,682
 
0

Advisory Vote on Executive Compensation

The shareholders of the Company approved an advisory resolution regarding the compensation of the Company’s named executives by a non-binding vote.  The voting results were as follows:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
94,373,368
 
195,687
 
615,316
 
5,493,534

Advisory Vote on the Frequency of Votes on Executive Compensation
 
The shareholders of the Company approved the holding of advisory votes on executive compensation every three years by a non-binding vote.  The voting results were as follows:
 
Every One Year
   
Every Two Years
   
Every Three Years
   
Abstentions
   
Broker Non-Votes
 
7,289,383       53,863       87,180,740       610,385       5,493,534  
                                   
 

 
 
 

 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Baltic Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
BALTIC TRADING LIMITED
 
DATE:  May 18, 2011
 
 
 
/s/ John C. Wobensmith                       
John C. Wobensmith
President and Chief Financial Officer