Dorian LPG (NYSE: LPG) holders reelect board and approve pay, auditor

Rhea-AI Filing Summary

Dorian LPG Ltd. reported the results of its annual shareholder meeting for the fiscal year ending March 31, 2025. Of 42,647,720 common shares eligible to vote, 33,255,321 were represented in person or by proxy. Shareholders re-elected Class III directors John C. Hadjipateras, Malcolm McAvity, and Mark Ross to serve until the annual meeting for the fiscal year ending March 31, 2028, with each director receiving a strong majority of votes cast.

Shareholders also approved the ratification of Deloitte Certified Public Accountants S.A. as the independent registered public accounting firm for the fiscal year ending March 31, 2026, with 32,834,641 votes in favor. In an advisory, non-binding vote, shareholders approved the compensation of the company’s named executive officers, with 22,773,361 votes for, 3,242,848 against, and 769,215 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 5, 2025

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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)

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(Registrant's telephone number, including area code): (203) 674-9900

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(Former Name or Former Address, if Changed Since Last Report): None

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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)

☐ 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))

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Securities registered pursuant to Section 12(b) of the Act:

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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 ​

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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 ☐

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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. ☐

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Introductory Note

The information contained in this Current Report on Form 8-K is hereby incorporated by reference into the registration statement on Form S-3 (File No. 333-287752) of Dorian LPG Ltd. (the “Company”), filed with the Commission on June 3, 2025.

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 5, 2025, the Company held its annual meeting of shareholders for the fiscal year ending March 31, 2025 (the “Annual Meeting”). There were a total of 42,647,720 shares of the Company’s common stock eligible to vote at the Annual Meeting. A total of 33,255,321 shares of the Company’s common stock were represented at the Annual Meeting either in person or by proxy. At the Annual Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.

1. John C. Hadjipateras, Malcolm McAvity, and Mark Ross were re-elected as Class III directors of the Company to serve until the Company’s annual meeting of shareholders for the fiscal year ending March 31, 2028 and until their respective successors are duly elected and qualified or until their earlier death, resignation, removal or earlier termination of their term of office, by the following number of votes:

	Votes For	Votes Withheld	Broker Non-Votes
John C. Hadjipateras	26,313,999	471,425	6,469,897
Malcolm McAvity	24,911,414	1,874,010	6,469,897
Mark Ross	26,628,886	156,538	6,469,897

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2. The ratification of the appointment of Deloitte Certified Public Accountants S.A. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 was approved by the following number of votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
32,834,641	375,264	45,416	N/A

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3. The compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting, was approved, on an advisory, non-binding basis, by the following number of votes:

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Votes For	Votes Against			Abstentions	Broker Non-Votes
22,773,361	3,242,848			769,215	6,469,897

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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.

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September 11, 2025		DORIAN LPG LTD.
		(registrant)
	By:	/s/ Theodore B. Young
		Theodore B. Young
		Chief Financial Officer
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FAQ

What did Dorian LPG (LPG) shareholders vote on at the latest annual meeting?

Shareholders voted on three main items: the re-election of three Class III directors, the ratification of Deloitte Certified Public Accountants S.A. as independent registered public accounting firm for the fiscal year ending March 31, 2026, and an advisory, non-binding approval of the compensation of the named executive officers.

Were Dorian LPG’s Class III directors re-elected at the annual meeting?

Yes. John C. Hadjipateras, Malcolm McAvity, and Mark Ross were each re-elected as Class III directors to serve until the annual meeting of shareholders for the fiscal year ending March 31, 2028, or until their successors are duly elected and qualified or their earlier departure from office.

Did Dorian LPG shareholders ratify the company’s independent auditor?

Yes. Shareholders ratified the appointment of Deloitte Certified Public Accountants S.A. as Dorian LPG’s independent registered public accounting firm for the fiscal year ending March 31, 2026, with 32,834,641 votes for, 375,264 against, and 45,416 abstentions.

How did Dorian LPG shareholders vote on executive compensation (say-on-pay)?

On an advisory, non-binding basis, shareholders approved the compensation of the company’s named executive officers. The vote results were 22,773,361 votes for, 3,242,848 votes against, 769,215 abstentions, and 6,469,897 broker non-votes.

How many Dorian LPG shares were entitled to vote and how many were represented?

There were 42,647,720 shares of Dorian LPG common stock eligible to vote at the annual meeting. A total of 33,255,321 shares were represented in person or by proxy.

What is the term length for the re-elected Dorian LPG Class III directors?

The re-elected Class III directors will serve until Dorian LPG’s annual meeting of shareholders for the fiscal year ending March 31, 2028, and until their successors are duly elected and qualified or until earlier termination of their service.