Pangaea Logistics (NASDAQ: PANL) holders back board, auditor and pay in 2026 votes

Rhea-AI Filing Summary

Pangaea Logistics Solutions Ltd. reported voting results from its 2026 Annual Meeting of Shareholders. Of 65,318,647 common shares entitled to vote, 54,259,260 were represented in person or by proxy, establishing a quorum.

Shareholders elected four Class III directors to terms ending in 2029, one Class I director to a term ending in 2027, and one Class II director to a term ending in 2028. All director nominees received substantially more votes "for" than "against."

Shareholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 and approved, on an advisory, non-binding basis, the compensation of the company’s named executive officers.

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.

Key Figures

Shares entitled to vote: 65,318,647 shares Shares represented: 54,259,260 shares Auditor ratification votes for: 53,448,589 votes +3 more

6 metrics

Shares entitled to vote 65,318,647 shares Common stock outstanding and entitled to vote at 2026 annual meeting

Shares represented 54,259,260 shares Shares present in person or by proxy at 2026 annual meeting

Auditor ratification votes for 53,448,589 votes For Deloitte & Touche LLP as 2026 auditor

Say-on-pay votes for 47,010,138 votes Advisory approval of named executive officer compensation

Highest director support 48,201,270 votes Votes for Class I nominee Mads Rosenberg Boye Petersen

Broker non-votes 5,731,075 votes Broker non-votes on non-routine proposals

Key Terms

broker non-vote, independent registered public accounting firm, advisory, non-binding basis, emerging growth company

4 terms

broker non-vote financial

"Broker Non-Vote 5,731,075"

independent registered public accounting firm financial

"ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory, non-binding basis financial

"To approve, on an advisory, non-binding basis, the compensation of named executive officers"

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.

Understanding 8-K Material Events →

0001606909false00016069092026-05-072026-05-07

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): May 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, par value $0.0001 per share			PANL			NASDAQ

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2026, Pangaea Logistics Solutions Ltd., a Bermuda corporation (the “Company”), held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). There were a total of 65,318,647 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 54,259,260 shares of Common Stock, constituting a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were represented either in person or by proxy, and accordingly, a quorum was present. At the Annual Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.

1.To elect the following directors to our Board of Directors as Class III directors serving until the annual meeting of shareholders to be held in 2029:

Class III Nominees			Votes For			Votes Against			Abstain			Broker Non-Vote
Richard T. du Moulin			44,406,109			3,441,523			680,553			5,731,075
Karen H. Beachy			47,068,821			775,680			683,684			5,731,075
Gary Vogel			46,568,495			1,417,883			541,807			5,731,075
Paul M. Leand, Jr.			47,396,611			1,099,077			32,497			5,731,075

2.To elect one director to our Board of Directors as a Class I director serving until the annual meeting of shareholders to be held in 2027.

Class I Nominees			Votes For			Votes Against			Abstain			Broker Non-Vote
Mads Rosenberg Boye Petersen			48,201,270			293,007			33,908			5,731,075

3.To elect one nominee to our Board of Directors as a Class II directors serving until the annual meeting of shareholders to be held in 2028:

Class II Nominees			Votes For			Votes Against			Abstain			Broker Non-Vote
Eugene I. Davis			46,867,026			963,350			697,809			5,731,075

4.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2026:

Votes For			Votes Against			Abstain			Broker Non-Vote
53,448,589			280,481			530,190			—

5.To approve, on an advisory, non-binding basis, the compensation of named executive officers:

Votes For			Votes Against			Abstain			Broker Non-Vote
47,010,138			825,844			692,203			5,731,075

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: May 11, 2026

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

FAQ

What was the quorum at Pangaea Logistics (PANL) 2026 annual meeting?

A quorum was reached with 54,259,260 common shares represented out of 65,318,647 entitled to vote. This majority presence allowed Pangaea Logistics Solutions to conduct official business and hold valid votes on directors, auditor ratification, and executive compensation matters.

Which directors were elected at Pangaea Logistics (PANL) 2026 meeting?

Shareholders elected four Class III directors to terms ending in 2029, one Class I director to a term ending in 2027, and one Class II director to a term ending in 2028. All nominated directors received significantly more votes for than against.

Did Pangaea Logistics (PANL) shareholders approve Deloitte as 2026 auditor?

Yes, shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 with 53,448,589 votes for, 280,481 against, and 530,190 abstentions, confirming continued engagement of the same audit firm for the upcoming fiscal year.

How did Pangaea Logistics (PANL) shareholders vote on say-on-pay?

Shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers with 47,010,138 votes for, 825,844 against, and 692,203 abstentions, along with 5,731,075 broker non-votes recorded on the executive compensation proposal.

How many Pangaea Logistics (PANL) shares were entitled to vote in 2026?

At the 2026 Annual Meeting, 65,318,647 shares of Pangaea Logistics Solutions common stock were outstanding and entitled to vote. This figure represents the full voting base from which the quorum and proposal approval levels were determined during the meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.3 KB