Three directors removed as Pangaea Logistics (PANL) board reset to seven members

Rhea-AI Filing Summary

Pangaea Logistics Solutions Ltd. reported that, on June 7, 2026, three directors — Eric S. Rosenfeld, David D. Sgro and Anthony Laura — were removed from its Board of Directors under section 24.1.7 of its Bye-Laws, which allows removal when at least three quarters of the other directors request a resignation in writing.

The Board now has seven members. The current directors state that a seven-person board better matches the company’s size and strategic priorities and that this structure should allow more efficient discussion, deliberation and decision-making for shareholders.

Insights

Corporate governance analyst

Pangaea Logistics reshapes its board, reducing membership to seven directors.

Pangaea Logistics Solutions removed three directors on June 7, 2026 under a Bye-Law that permits board-initiated vacancies when three quarters of remaining directors request resignations in writing. This is a formal governance action using existing internal rules rather than a shareholder vote.

The company now has seven directors and states this size is better aligned to its scale and strategic priorities. It frames the change as a way to improve efficiency, deepen discussion and support timely decisions for shareholders, while publicly thanking the departing directors for their years of service.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Directors removed: 3 directors Current board size: 7 directors

2 metrics

Directors removed 3 directors Removed on June 7, 2026 under Bye-Law 24.1.7

Current board size 7 directors Board size after June 7, 2026 changes

Key Terms

Bye-Laws, Board of Directors, Emerging growth company, Section 12(b) of the Act

4 terms

Bye-Laws regulatory

"pursuant to 24.1.7 of the Bye-Laws of Pangaea Logistics Solutions Ltd."

Bye-laws are a company's internal rulebook that sets how the business runs day-to-day and how decisions are made, covering things like how meetings are held, how directors are appointed, and how shares can be transferred. For investors, bye-laws matter because they determine voting rights, who controls key decisions, and how easy it is to change ownership or corporate policy—think of them as the operating instructions that shape shareholder power and corporate behavior.

Board of Directors financial

"were removed from the Board of Directors of the Company."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Section 12(b) of the Act regulatory

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

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Understanding 8-K Material Events →

0001606909false00016069092026-06-072026-06-07

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): June 7, 2026  

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact Name of Registrant as Specified in Charter)

Bermuda			001-36798			98-1205464
(State or Other Jurisdiction			(Commission			(IRS Employer
of Incorporation)			File Number)			Identification No.)

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf, Newport, Rhode Island 02840

(Address of Principal Executive Offices) (Zip Code)

(401) 846-7790

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 exchange on which registered
Common Stock			PANL			Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2026, pursuant to 24.1.7 of the Bye-Laws of Pangaea Logistics Solutions Ltd. (the “Company”), Eric S. Rosenfeld, David D. Sgro and Anthony Laura were removed from the Board of Directors of the Company. 24.1.7 of the Company’s Bye-Laws provides that the office of a director shall be vacated if he or she is requested to resign in writing by not less than three quarters of the other directors.

The Board now consists of seven directors. The current Board believes that a seven-person board is appropriate given the Company’s size and strategic priorities, and that, as a seven-person board, they expect to be more efficient, able to engage in more effective discussion and deliberation, and better positioned to make timely decisions in the best interests of shareholders.

We thank our former directors for their many years of service on the Board and wish them well in their future endeavors.

SIGNATURE

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 hereunto duly authorized.

Dated: June 8, 2026

			PANGAEA LOGISTICS SOLUTIONS LTD.
			By:			/s/ Gianni Del Signore
						Name: Gianni Del Signore Title: Chief Financial Officer

FAQ

What board changes did Pangaea Logistics Solutions (PANL) disclose on June 7, 2026?

Pangaea Logistics reported that three directors, Eric S. Rosenfeld, David D. Sgro and Anthony Laura, were removed from its Board. The action followed the company’s Bye-Laws, which allow removal when at least three quarters of the other directors request written resignations.

Why were three directors removed from the Pangaea Logistics (PANL) board?

The filing states the directors were removed pursuant to section 24.1.7 of the company’s Bye-Laws. That provision vacates a director’s office if not less than three quarters of the other directors request the director’s resignation in writing, indicating an internal board-driven decision.

How many directors does Pangaea Logistics (PANL) have after the board changes?

After removing three directors, Pangaea Logistics states that its Board now consists of seven directors. The company believes a seven-person board better fits its size and strategic priorities and will support more efficient discussion, deliberation and timely decisions on behalf of shareholders.

How did Pangaea Logistics (PANL) describe the rationale for a seven-person board?

The company said a seven-person board is appropriate for its size and strategic priorities. It expects this structure will make the Board more efficient, enable more effective discussion and deliberation, and help directors make timely decisions that they view as in shareholders’ best interests.

Did Pangaea Logistics (PANL) comment on the departing directors in the 8-K?

Yes. Pangaea Logistics thanked former directors Eric S. Rosenfeld, David D. Sgro and Anthony Laura for their many years of service. It also expressed well wishes for their future endeavors, providing a positive acknowledgment alongside the formal disclosure of their removal from the Board.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB