SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
GENERAL MARITIME COPRORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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General Maritime Corporation
35 West 56th Street
New York, New York 10019
(212) 763-5600
April 29, 2003
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
which will be held at the offices of Seward & Kissel, LLP, One Battery Park
Plaza, New York, New York at 10:00 a.m. on Thursday, May 22, 2003. On the
following pages you will find the formal Notice of Annual Meeting and Proxy
Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. Accordingly, please
date, sign and return the enclosed proxy card promptly.
I hope that you will attend the meeting, and I look forward to seeing
you there.
Sincerely,
/s/ Peter C. Georgiopoulos
---------------------------
PETER C. GEORGIOPOULOS
Chairman and Chief Executive Officer
General Maritime Corporation
35 West 56th Street
New York, New York 10019
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 2003
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of General Maritime Corporation, a Marshall Islands
corporation ("General Maritime" or the "Company"), will be held on Thursday, May
22, 2003 at 10:00 a.m. (local time), at the offices of Seward & Kissel, LLP, One
Battery Park Plaza, New York, New York for the following purposes:
1. To elect two Class II Directors to the Board of Directors;
2. To ratify the appointment of Deloitte & Touche LLP as the
independent auditors of the Company for the fiscal year ending
December 31, 2003; and
3. To transact such other business as may properly come before the
Annual Meeting or at any adjournment or postponement thereof.
Shareholders of record at the close of business on April 11, 2003, are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment or
postponement thereof. A list of such shareholders will be available at the
Annual Meeting and, for any purpose germane to the Annual Meeting, during the
ten days prior to the Annual Meeting, at the office of the Secretary of General
Maritime, 35 West 56th Street, New York, New York 10019, during ordinary
business hours.
All shareholders are cordially invited to attend the Annual Meeting. If
you do not expect to be present at the Annual Meeting, you are requested to fill
in, date and sign the enclosed proxy and mail it promptly in the enclosed
envelope to make sure that your shares are represented at the Annual Meeting. In
the event you decide to attend the Annual Meeting in person, you may, if you
desire, revoke your proxy and vote your shares in person.
YOUR VOTE IS IMPORTANT
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ James C. Christodoulou
---------------------------
James C. Christodoulou
Vice President, Chief Financial
Officer and Secretary
New York, New York
April 29, 2003
General Maritime Corporation
35 West 56th Street
New York, New York 10019
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 2003
------------------
This proxy statement is furnished to shareholders of General Maritime
Corporation ("General Maritime" or the "Company") in connection with the
solicitation of proxies, in the accompanying form, by the Board of Directors
(the "Board") of General Maritime for use in voting at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the offices of Seward &
Kissel, LLP, One Battery Park Plaza, New York, New York, on Thursday, May 22,
2003, at 10:00 a.m., and at any adjournment or postponement thereof.
This proxy statement, and the accompanying form of proxy, are first
being mailed to shareholders on or about April 29, 2003.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Purpose of the Annual Meeting
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Shareholders. Each proposal is described in more detail in this proxy statement.
Record Date and Outstanding Shares
The Board has fixed the close of business on April 11, 2003, as the
record date (the "Record Date") for the determination of shareholders entitled
to notice of, and to vote at, the Annual Meeting. Only shareholders of record at
the close of business on that date will be entitled to vote at the Annual
Meeting or any and all adjournments or postponements thereof. As of April 11,
2003, General Maritime had issued and outstanding 36,964,770 shares of common
stock. The common stock comprises all of General Maritime's issued and
outstanding voting stock.
Revocability and Voting of Proxies
Any person signing a proxy in the form accompanying this proxy statement
has the power to revoke it prior to the Annual Meeting or at the Annual Meeting
prior to the vote pursuant to the proxy. A proxy may be revoked by any of the
following methods:
o by writing a letter delivered to James C. Christodoulou,
Secretary of General Maritime, stating that the proxy is revoked;
o by submitting another proxy with a later date; or
o by attending the Annual Meeting and voting in person.
Please note, however, that if a shareholder's shares are held of record
by a broker, bank or other nominee and that shareholder wishes to vote at the
Annual Meeting, the shareholder must bring to the Annual Meeting a letter from
the broker, bank or other nominee confirming that shareholder's beneficial
ownership of the shares.
Unless we receive specific instructions to the contrary or unless such
proxy is revoked, shares represented by each properly executed proxy will be
voted: (i) FOR the election of each of General Maritime's nominees as a
director; (ii) FOR the ratification of the appointment of Deloitte & Touche LLP
as the independent auditors of General Maritime for the fiscal year ending
December 31, 2003; and (iii) with respect to any other matters that may properly
come before the Annual Meeting, at the discretion of the proxy holders. General
Maritime does not presently anticipate any other business will be presented for
action at the Annual Meeting.
Voting at the Annual Meeting
Each common share outstanding on the Record Date will be entitled to one
vote on each matter submitted to a vote of the shareholders, including the
election of directors. Cumulative voting by shareholders is not permitted.
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of directors.
Abstentions and broker "non-votes" are not counted for the purpose of the
election of directors.
The affirmative vote of a majority of the common shares represented and
voted at the Annual Meeting is required for approval of Proposal Two.
Abstentions will have the same effect as a vote "against" Proposal Two, whereas
broker non-votes are not considered to have been voted on Proposal Two.
Solicitation
We will pay the costs relating to this proxy statement, the proxy and
the Annual Meeting. We may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to beneficial owners. Directors, officers and regular
employees may also solicit proxies. They will not receive any additional pay for
the solicitation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Under General Maritime's Articles of Incorporation, as amended, the
Board is classified into three classes. The two directors serving in Class II
have terms expiring at the 2003 Annual Meeting. The Board has nominated the
Class II directors currently serving on the Board, John P. Tavlarios and Peter
S. Shaerf, for re-election to serve as Class II directors of the Company for a
three-year term until the 2006 Annual Meeting of Shareholders of the Company and
until their successors are elected and qualified or until their earlier
resignation or removal. Although management has no reason to believe that the
nominees will not be available as candidates, should such a situation arise,
proxies may be voted for the election of such other persons as the holders of
the proxies may, in their discretion, determine.
Directors are elected by a plurality of the votes cast at the Annual
Meeting, either in person or by proxy. Votes that are withheld will be excluded
entirely from the vote and will have no effect.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE ELECTION (ITEM 1 ON THE ENCLOSED PROXY CARD) OF MESSRS. TAVLARIOS AND
SHAERF AS CLASS II DIRECTORS.
Nominee Information
The following table sets forth information regarding the nominees for
re-election as Class II Directors:
Name Age Position
---- --- --------
John P. Tavlarios 41 Director; Chief Executive Officer
of the Company's tanker operating
subsidiary, General Maritime Management
LLC.
Peter S. Shaerf 48 Director
John P. Tavlarios has served as a director since May 2001. He served as
our President and Chief Operating Officer from May 2001 until December 31, 2002.
Following our internal reorganization which took effect at the close of business
on December 31, 2002, he became Chief Executive Officer of our tanker operating
subsidiary, General Maritime Management LLC. From our inception in 1997 to
January 2000, Mr. Tavlarios served as our Executive Vice President. From 1995 to
1997, he was affiliated with Maritime Equity Management, a ship owning and
investment company, where he served as Director of Marine Operations. From 1992
to 1995, Mr. Tavlarios was President and founder of Halcyon Trading Company, a
consulting firm specializing in international business development with a
particular emphasis on the international oil industry. From 1984 to 1992, he was
employed by Mobil Oil Corporation, spending most of his tenure in the Marine
Operations and the Marketing and Refining divisions. Prior to 1984, Mr.
Tavlarios was involved in his family's shipping business, assisting in marine
operations. Mr. Tavlarios is a member of the American Bureau of Shipping, the
Det Norske Veritas North American Committee, the Skuld board of directors and
the Directors Committee and the North American Panel of INTERTANKO, the
organization of independent tank owners.
Peter S. Shaerf has served as a director of the Company since May 2001.
Mr. Shaerf is a Senior Vice President of American Marine Advisors, Inc., an
investment bank specializing in the maritime industry. From 1998 until April
2002, Mr. Shaerf was a Managing Director of Poseidon Capital Corp., an
independent maritime consulting and investment company that works extensively in
the investment community. From 1980 to 2002, he has been a partner of The
Commonwealth Group, a brokerage and consulting company that specializes in the
liner shipping industry. From 1977 to 1980, he was a director of Common Brothers
U.S.A. Ltd., a shipbroking subsidiary of a British shipowner of dry cargo and
tanker tonnage. Mr. Shaerf currently serves as a director of MC Shipping, Inc.,
an American Stock Exchange listed company, a position he has held since 1993,
and since 2001 as a director of TBS International Ltd., a breakbulk liner
operator. In April 2002, he was appointed to the board of directors of U.S. flag
operator Trailerbridge, Inc., a company listed on the Nasdaq Stock Market. Mr.
Shaerf holds a B.A. degree in international business law from the London
Guildhall University.
Continuing Director Information
The following table sets information regarding our directors whose terms
continue after the 2003 Annual Meeting. The terms for directors in Class I
expire at the 2005 Annual Meeting, and the terms for directors in Class III
expire at the 2004 Annual Meeting.
Name Age Class Position
---- --- ----- --------
Andrew M.L. Cazalet 42 I Director
Rex W. Harrington 69 I Director
Peter C. Georgiopoulos 41 III Chairman, President,
Chief Executive Officer
and Director
William J. Crabtree 59 III Director
Stephen A. Kaplan 44 III Director
Class I Directors - Terms Expiring at the 2005 Annual Meeting
Andrew M.L. Cazalet was elected as a director of the Company on February
20, 2003. Currently, Mr. Cazalet is a Managing Director with Citation Capital
Management, Ltd. where he provides corporate finance advisory services to
companies in the financial services and energy sectors. Prior to joining
Citation Capital Management in 1999, Mr. Cazalet was a Senior Vice President
with Refco Overseas Limited in 1998 and a director with Gollyhott Trading
Limited from 1997 to 1998. Mr. Cazalet was a Proprietary Fund Manager for Manro
Haydan Trading from 1994 to 1996 and a Manager of International Sales and
Trading for Refco Overseas Limited from 1990 to 1994. Mr. Cazalet started his
career in 1982 as a Trading Executive with Salomon Brothers, Inc. Mr. Cazalet
has a BA in Business Administration and Management from Nottingham Trent
University.
Rex W. Harrington has served as a director of the Company since May
2001. Mr. Harrington served as Shipping Adviser to The Royal Bank of Scotland
plc from his retirement in 1998 until 2001. Mr. Harrington served as Director of
Shipping of The Royal Bank of Scotland plc from 1990 to 1998, Assistant General
Manager, Shipping from 1980 to 1990 and Senior Manager, Shipping from 1973 to
1980. From 1969 to 1973, Mr. Harrington served as an executive of Baring
Brothers & Co., Ltd., an international merchant banking firm, and from 1957 to
1969 served in various capacities in the Bank of England ending as Secretary of
the Foreign Exchange Control Committee. Mr. Harrington currently serves as
Chairman of the Advisory Board of the Liberian International Ship & Corporate
Registry, as a Deputy Chairman of the International Maritime Industries Forum,
as director of A/S Dampskibsselskabet TORM, as a director of Eurofin
International Limited, as a Director of Royal Olympic Cruise Line, as a director
of the International Chamber of Commerce, Commercial Crime Services, which
incorporates the International Maritime Bureau, and as a member of the General
Committee of Lloyd's Register of Shipping, London Advisory Panel of InterCargo,
the Baltic Exchange and the Steering Committee of the London Shipping Law
Centre. Mr. Harrington was previously a director of H. Clarkson Limited
(International Shipbrokers) from 1995 to 1998 and a director of Lloyd's Register
of Shipping from 1994 to 1999. Mr. Harrington has an MA degree in Politics,
Philosophy and Economics from the University of Oxford.
Class III Directors - Terms Expiring at the 2004 Annual Meeting
Peter C. Georgiopoulos is our founder and has served as Chairman,
President, Chief Executive Officer and director since our inception in 1997. He
became our President as of January 1, 2003, following our internal
reorganization. From 1991 to 1997, Mr. Georgiopoulos was the principal of
Maritime Equity Management, a ship-owning and investment company which he
founded in 1991. From 1990 to 1991, he was affiliated with Mallory Jones Lynch &
Associates, an oil tanker brokerage firm. From 1987 to 1990, Mr. Georgiopoulos
was an investment banker at Drexel Burnham Lambert. Prior to entering the
investment banking business, he had extensive experience in the sale, purchase
and chartering of vessels while working for shipowners in New York and Piraeus,
Greece. Mr. Georgiopoulos is a member of the American Bureau of Shipping.
William J. Crabtree has served as a director of the Company since May
2001. Mr. Crabtree currently operates his own legal consulting business. From
1972 to 1996, Mr. Crabtree served in various capacities from Marine Counsel to
Chairman of Universe Tankships (Delaware), Inc., a company owned by the D.K.
Ludwig Organization, which was predecessor to Universe Tankships (Delaware) LLC.
Mr. Crabtree served as counsel for the Commonwealth Oil Refining Company from
1971 to 1972. From 1968 to 1972, Mr. Crabtree was an associate at the law firm
of Kirlin, Campbell and Keating. Mr. Crabtree is a member of the Maritime Law
Association of the United States and the American Bureau of Shipping.
Stephen A. Kaplan has served as a director of the Company since May
2001. Since 1995, Mr. Kaplan has been a principal of Oaktree Capital Management,
LLC, a private investment management firm, where he co-manages Oaktree's
Principal Activities Group which invests in majority and significant minority
positions in both private and public companies. Since their inception, Mr.
Kaplan has served as portfolio manager of OCM Principal Opportunities Fund, L.P.
and OCM Principal Opportunities Fund II, L.P. OCM Principal Opportunities Fund,
L.P. holds more than 5% of the Company's common stock. From 1993 to 1995, Mr.
Kaplan was a Managing Director of Trust Company of the West. Prior to joining
the Trust Company of the West, Mr. Kaplan was a partner of the law firm of
Gibson, Dunn & Crutcher. Mr. Kaplan currently serves as a director of numerous
private and public companies.
Board Meetings and Committees
During fiscal year 2002, there were seven meetings of the Board. A
quorum of directors was present, either in person or telephonically, for all of
the meetings. Actions were also taken during the year by the unanimous written
consent of the Directors.
Since January 1, 2002, General Maritime's audit committee has been
comprised of William J. Crabtree, Rex W. Harrington and Peter S. Shaerf, none of
whom is an employee of the Company. Through its written charter, a copy of which
is attached as Appendix I hereto, the audit committee has been delegated the
responsibility of reviewing with the independent auditors the plans and results
of the audit engagement, reviewing the adequacy, scope and results of the
internal accounting controls and procedures, reviewing the degree of
independence of the auditors, reviewing the auditor's fees and recommending the
engagement of the auditors to the full Board. The audit committee held eight
meetings during fiscal year 2002.
Since January 1, 2002, the Company's compensation committee has been
comprised of William J. Crabtree, Stephen A. Kaplan and Peter S. Shaerf, none of
whom is an employee of General Maritime. The compensation committee administers
the Company's stock option plan and other corporate benefits programs. The
compensation committee also reviews and approves bonuses, stock option grants,
compensation, philosophy and current competitive status, and executive officer
compensation. The compensation committee held four meetings during fiscal year
2002.
MANAGEMENT
Executive Officers and Other Key Personnel
The following tables set forth certain information with respect to the
executive officers (other than Peter C. Georgiopoulos, for whom information is
set forth under the heading "Continuing Director Information" above and John P.
Tavlarios, for whom information is set forth under the heading "Continuing
Nominee Information" above) and other key personnel of the Company:
Executive Officers
Name Age Position
---- --- --------
James C. Christodoulou 43 Vice President, Chief Financial
Officer and Secretary
John C. Georgiopoulos 39 Vice President, Chief Administrative
Officer and Treasurer
Other Key Personnel
Name Age Position
---- --- --------
John N. Mortsakis 56 Vice President Technical Operations
John M. Ramistella 56 Vice President - Chartering
James C. Christodoulou has served as our Vice President, Chief Financial
Officer and Secretary since July 2000. Mr. Christodoulou joined us in August
1999 as a financial consultant while also serving as managing director of
NetWorks Capital, a New York based venture capital firm and Chief Financial
Officer of ThinkDirectMarketing, Inc. Prior to joining us, he was Chief
Financial Officer of World CallNet, Inc., a U.S. public company with operations
in the United Kingdom and throughout Europe, from 1998 to 1999. Prior to that,
Mr. Christodoulou had been involved in corporate finance as Vice President of
Corporate Finance at Alpha Capital and as a senior associate at Easton Capital.
From 1985 to 1993, Mr. Christodoulou was a managing partner of Creative Color
Lithographers, a printing and publishing company in the New York area. Following
the annual meeting, Mr. Christodoulou is expected to be succeeded as Secretary
of the Company by John C. Georgiopoulos.
John C. Georgiopoulos has served as our Vice President, Chief
Administrative Officer and Treasurer since July 2000. From our inception in 1997
to July 2000, Mr. Georgiopoulos served as our Chief Financial Officer. From 1994
to 1997, he was involved in his family's private real estate and investment
management business. From 1991 to 1994, Mr. Georgiopoulos was an officer of
Atlantic Bank of New York. From 1987 to 1991, he was a Vice President of Atlas
Management, a shipping and real estate company in New York. Following the annual
meeting, John C. Georgiopoulos is expected to succeed Mr. Christodoulou as
Secretary of the Company.
John N. Mortsakis has served as our Vice President Technical Operations
since April 2000. From 1981 to April 2000, Mr. Mortsakis was the Vice President
of National Shipping & Trading Corp., a privately held shipping company, where
he began in 1973. From 1970 to 1973, Mr. Mortsakis served in the U.S. Navy on
the U.S.S. George Bancroft as both Officer of the Deck and Engineering Officer
of the Watch. Mr. Mortsakis is a member of the American Bureau of Shipping.
John M. Ramistella has served as our Vice President-Chartering since our
inception in 1997. From 1992 to 1997, Mr. Ramistella was a tanker broker at
Poten & Partners, specializing in long term charters and projects. From 1991 to
1992, Mr. Ramistella was President of Norgulf Shipping Ltd., a privately held
shipping company. From 1989 to 1991 he was a tanker broker at Mallory Jones
Lynch & Associates, an oil tanker brokerage firm. From 1973 to 1989, Mr.
Ramistella was President of Tankers Company, Inc., a tanker brokerage firm based
in Westport, Connecticut.
Peter C. Georgiopoulos and John C. Georgiopoulos are brothers. There are
no other family relationships among our executive officers and directors.
Executive Compensation
The following table sets forth in summary form information concerning
the compensation paid by us during the years ended December 31, 2000, 2001 and
2002, to our Chief Executive Officer and our three other most highly compensated
executive officers whose salaries and bonuses for fiscal year 2002 exceeded
$100,000 and who served as executive officers of the Company as of December 31,
2002 (the "Named Executive Officers").
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
------------------- ------
Fiscal Restricted Securities Underlying All Other
Name and Principal Position Year Salary Bonus Stock Awards Options Compensation
--------------------------- ---- ------ ----- ------------ ------- ------------
Peter C. Georgiopoulos......... 2002 450,000 300,000 500,000(2) 0 --
Chairman, Chief Executive 2001 331,731 600,000 350,000 --
Officer and Director 2000 -- 259,600 -- --
John P. Tavlarios.............. 2002 350,000 175,000 125,000(2) 0 --
President, Chief Operating 2001 260,455 250,000 240,000 --
Officer
and Director 2000 120,000 -- -- --
James C. Christodoulou......... 2002 250,000 25,000 5,000 --
Vice President, Chief 2001 174,808 150,000(1) 80,000 --
Financial
Officer and Secretary 2000 33,333 -- -- --
John C. Georgiopoulos.......... 2002 225,000 75,000 40,000 --
Vice President, Chief 2001 178,557 100,000 80,000 --
Administrative
Officer and Treasurer 2000 107,000 -- -- --
(1) Includes year-end bonus of $100,000 and a $50,000 bonus paid in connection
with the closing of our initial public offering.
(2) On November 26, 2002, the Company made grants of restricted common shares
in the amount of 500,000 shares to Peter C. Georgiopoulos and 125,000
shares to John P. Tavlarios. The shares will vest, if at all, in seven
years from the date of grant (or earlier upon the death, disability,
dismissal without cause or resignation for good cause of the recipient or
upon a change of control of the Company). Messrs. Georgiopoulos and
Tavlarios surrendered outstanding options to the Company to purchase
350,000 and 240,000 common shares, respectively, at an exercise price of
$18.00 per share.
For information about employment agreements with some of our executive
officers, see "--Employment Agreements and Incentive Bonus Program" below.
Option Grants for the Year Ended December 31, 2002
The following table sets forth information, as of December 31, 2002,
concerning the options that were granted to the Named Executive Officers during
the fiscal year ended December 31, 2002.
Percentage
of Total
Number of Options Potential Realizable
Securities Granted Values At Assumed
Underlying to Employees Exercise Annual Rates Of Stock
Options in Fiscal Price Per Expiration Price Appreciation
Name Granted 2002 Share Date For Option Term
------------------------- ----------- ----------- --------- ----------- -----------------------
5% ($)(1) 10%($)(1)
--------- ----------
Peter C. Georgiopoulos -- --
John P. Tavlarios -- --
James C. Christodoulou 5,000 3.5% $6.06 11/26/12 19,050 48,300
John C. Georgiopoulos 40,000 28% $6.06 11/26/12 152,400 386,400
(1) In accordance with the regulations of the Securities and Exchange
Commission, the amounts shown in these two columns represent the
hypothetical stock option gains that could be achieved with respect to the
stock options shown in the above table (i) if such options were not
exercised until the end of each option's 10-year term and (ii) if General
Maritime's common stock appreciated at the assumed annually-compounded
rates of 5% and 10% from the $6.06 price at grant until the exercise date.
The assumed 5% and 10% rates of stock price appreciation are prescribed by
regulations of the Securities and Exchange Commission and are for
illustration purposes only; they are not intended to predict any actual
future stock prices, which will depend upon market conditions, General
Maritime's future performance and prospects and various other factors.
Based on the $6.06 option exercise price, the assumed 5% and 10%
annually-compounded stock price appreciation rates result in assumed stock
prices 10 years after grant of approximately $9.87 (at 5%) and $15.72 (at
10%) for purposes of the above table. By way of further illustration,
assuming a constant 36,964,770 shares of General Maritime common stock
outstanding (the number of shares outstanding on the Record Date), General
Maritime's total market capitalization (which would be $224 million at an
$6.06 share price) would increase by approximately $141 million to a total
market capitalization of approximately $365 million if the per share price
increased to the assumed $9.87 and would increase by approximately $357
million to a total market capitalization of approximately $581 million if
the per share price increased to an assumed $15.72.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values
The following table provides information relating to option exercises by
the Named Executive Officers during the fiscal year ended December 31, 2002. In
addition, the table indicates the number and value of vested and unvested
options held by these executive officers as of December 31, 2002. On November
26, 2002, Messrs. Georgiopoulos and Tavlarios surrendered outstanding options to
purchase 350,000 and 240,000 shares of the Company's common stock, respectively,
at an exercise price of $18.00 per shares. None of the outstanding options were
"in-the-money" on December 31, 2002.
Shares Number of Securities
Acquired Underlying Value of Unexercised
on Value Unexercised Options at In-the-Money Options at
Exercise Realized December 31, 2002 December 31, 2002
--------- ---------- --------------------------- -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
Name (#) (#) ($) ($)
----------------------- --------- ---------- ----------- ------------- ------------- ------------
Peter C. Georgiopoulos -- -- 87,500 262,500 -- --
John P. Tavlarios -- -- 48,000 192,000 -- --
James C. Christodoulou -- -- 32,000 52,000 -- --
John C. Georgiopoulos -- -- 32,000 88,000 -- --
Director Compensation
Commencing January 1, 2003, each of our non-employee directors receives
an annual fee of $25,000 and a fee of $15,000 for an audit committee assignment
and $10,000 for a compensation committee assignment. All non-employee directors
will be granted ten-year options to purchase 2,500 shares of common stock at an
exercise price equal to the closing price on May 22, 2003, the date of the
Annual Meeting. In addition, each director who is not an executive officer was
granted a ten-year option to purchase 2,000 shares of common stock at an
exercise price of $18.00. Such options became exercisable upon the closing of
our initial public offering. We do not pay director fees to employee directors.
We reimburse our directors for all reasonable expenses incurred by them in
connection with serving on our board of directors.
Employment Agreements and Incentive Bonus Program
We have employment agreements with two of our executive officers, Peter
C. Georgiopoulos, our Chairman, President and Chief Executive Officer, and John
P. Tavlarios, the Chief Executive Officer of the Company's tanker operating
subsidiary, General Maritime Management LLC. These agreements took effect on
June 15, 2001. Mr. Tavlarios's employment agreement, originally with the
Company, was assumed by General Maritime Management LLC effective January 1,
2003.
Agreements with Messrs. Peter C. Georgiopoulos and Tavlarios
The agreement with Peter C. Georgiopoulos has a term of four years. The
agreement with Mr. Tavlarios has a term of three years. Both agreements provide
for automatic renewal for additional renewal terms to the end of each fiscal
year, unless the executive or we terminate the agreement on 90 days notice. The
agreements provide a salary of $450,000 per annum for Peter C. Georgiopoulos and
$350,000 per annum for Mr. Tavlarios. Both executives are entitled to
participate in our incentive bonus program. They have target bonus opportunities
of 60% of salary for Peter C. Georgiopoulos and 45% of salary for Mr. Tavlarios.
Peter C. Georgiopoulos has the right to reasonably approve General Maritime's
bonus plan as it applies to him. Under his agreement, we have agreed to provide
Peter C. Georgiopoulos with a monthly automobile allowance of $2,500.
The agreements provide that upon termination by us without cause or by
the executive for good reason, in each case as defined in the relevant
agreement, these executives will be entitled to salary at the date of
termination plus a bonus equal to the average bonus earned over the preceding
five years (beginning with 2001) or any shorter period that the executive was
employed by us, but not less than any bonus to which the executive would be
entitled for the year in which termination occurs, times the greater of the
remainder of the term and two years. In these circumstances, Messrs. Peter C.
Georgiopoulos and Tavlarios are also entitled for this period to medical, dental
and insurance coverage (and, as to Peter C. Georgiopoulos, an automobile
benefit) substantially identical to those in place prior to termination for the
relevant period. In the event that a payment to the executive after a change of
control causes the executive to owe excise tax under Section 280G of the
Internal Revenue Code, we have agreed to fund the amount of this tax on a
"grossed-up" basis, intended to provide the executive with an amount sufficient
to pay any tax owed on the funding payment. All incentive stock grants to
Messrs. Peter C. Georgiopoulos and Tavlarios will vest in the event their
employment is terminated by us without cause or by them for good reason.
Under these agreements, each executive has agreed to protect our
confidential information and not to solicit our employees for other employment
for two years after termination. In his employment agreement, Peter C.
Georgiopoulos has agreed that if his employment with us terminates prior to the
fourth anniversary of the closing of the Company's initial public offering, and
he undertakes substantial involvement in the management or operation of tankers
transporting crude oil anywhere in the world for a competitor of the Company
prior to that anniversary, he will surrender 320,000 shares of Common Stock
issued to him in connection with our recapitalization if such activities occur
before the first anniversary of the closing of the initial public offering,
which amount will be reduced to 240,000 shares for activities occurring before
the second anniversary of the closing, 160,000 shares for activities occurring
before the third anniversary of the closing and 80,000 shares for activities
occurring before the fourth anniversary of the closing. Peter C. Georgiopoulos
and Mr. Tavlarios have each agreed not to engage in these competitive activities
for two years after the termination of their employment with us. These
provisions will not apply following a change of control or in the event of
termination of these executives by us without cause or by the executives with
good reason. Mr. Georgiopoulos' agreement not to compete (but not the
requirement he surrender shares of our common stock) will only be effective if
we pay him salary during the applicable period and will terminate if he forgoes
salary payments. For purposes of these agreements, change of control is defined
generally as the acquisition of more than 30% of the voting power of the Company
by any person or group other than Peter C. Georgiopoulos or Oaktree Capital
Management, LLC and its affiliates or by any person other than Peter C.
Georgiopoulos if the acquiring person has in excess of 50% of the voting power
of the Company, the sale of all or substantially all of our assets or any merger
or similar transaction in which holders of our voting stock do not hold at least
51% of the voting stock of the surviving entity.
Incentive Bonus Program
The Company has an incentive bonus program under which our executive
officers and our other key employees designated by our Chief Executive Officer
are eligible for cash bonus awards. These awards are generally made at the end
of the fiscal year in amounts determined in the sole discretion of the
Compensation Committee for executive officers and the Chief Executive Officer
subject to the oversight of the Compensation Committee and the Board for other
eligible key employees. Criteria for executive officer bonuses are discussed
below under the heading "Board Compensation Committee Report on Executive
Compensation" below.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between any of General Maritime's
executive officers or members of General Maritime's Board or compensation
committee and any other company's executive officers, board of directors or
compensation committee.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board (the "Committee") is composed
entirely of non-employee directors. The Committee is responsible for
establishing and administering the overall compensation policies applicable to
the Company's executive officers, and determining the annual cash compensation
of the Company's senior management. The Committee is also responsible for
establishing the general policies applicable to the granting, vesting and other
terms of the stock option grants made to current and newly hired officers and
other key employees under the Company's stock option plan, and for determining
the size and terms of the individual option grants made to the Company's
executive officers.
The Committee views its role as being to foster and oversee the creation
of compensation programs for the Company's executive officers and other key
management employees that are structured and implemented in a way that addresses
the Company's need to attract and retain the caliber of senior executives and
other key employees required for the Company to compete effectively in a highly
competitive and rapidly evolving business environment, while recognizing the
importance and value to the Company and its shareholders of achieving annual and
longer-term performance goals and objectives.
Section 162(m)
Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation to certain employees in excess of $1 million. Because the Company
believes that it currently qualifies for the exemption pursuant to Section 883
of the Internal Revenue Code of 1986, as amended, pursuant to which it is not
subject to United States federal income tax on its shipping income (which
comprised substantially all of its gross revenue in 2002), it has not sought to
structure its cash bonus plan to qualify for exemption under Section 162(m). For
purposes of Section 162(m), payments made under qualifying performance-based
plans are not taken into account. The Company's 2002 Stock Incentive Plan is
designed and administered to qualify as "performance-based" and grants
thereunder are therefore not subject to the Section 162(m) limitation.
Performance and Compensation Review Process
Commencing at the beginning of the fourth quarter of 2002, the
Compensation Committee consulted with and received advice from an outside
independent executive compensation consultant in order to help the Committee
assess the appropriate levels of executive compensation for year 2002. This
strategic approach was made with regard to individual performance and the
performance of the Company as a whole benchmarked against other publicly listed
companies within the sector.
The review process included four meetings of the Committee and from time
to time with the CEO in attendance at these meetings. The Committee held
additional discussions with the outside consultant. As part of this process the
Committee received an overall company review from the CEO. The CEO reviewed with
the Committee members (i) his assessment of the Company's performance in 2002 in
terms of financial results and strategic initiatives, (ii) his assessment of
each executive officer's efforts, performance and contributions for 2002, (iii)
the CEO's specific recommendations regarding the annual bonus awards for 2002
for the executive officers reporting to the CEO, and (iv) the rationales for
such awards.
The Committee's recommendations were made after due and careful consideration
and in the light of the Company's performance and the performance of the
individual executives. The Committee duly reported its findings to the full
Board, which accepted the Committee's recommendations unanimously.
Base Salary Levels and 2002 Annual Bonus Awards
As part of the review process described above, the base salary rate,
contractual terms and proposed 2002 annual bonus award of each executive officer
was reviewed, taking into account: (i) each officer's individual performance for
2002, (ii) the scope and importance of the functions the officer performed or
for which the officer was responsible, (iii) an assessment of the officer's
initiative, managerial ability and overall contributions to corporate
performance, (iv) the advice of the outside consultant regarding the practices
of other companies with respect to executive officer salary and bonus levels for
2001-2002 based on available Securities and Exchange Commission filing data, and
(v) internal equity considerations.
The weighting given to these factors varied by position, but the
Committee intended that each executive officer's base salary and annual bonus
rates be generally competitive with the estimated current market rates, and that
the annual bonuses for 2002 properly reflect the efforts and achievements of the
Company's management team in integrating the additions to the Company's fleet
following its initial public offering and in concluding the Company's first full
calendar year as a public company.
No executive officer salary increases have occurred since the Company's
initial public offering.
The annual bonus amounts awarded for 2002 to the executive officers
other than the CEO, as approved by the Committee, are set forth in "Summary
Compensation Table" above. The Committee made no changes for 2002 in the
applicable target annual bonus award opportunities for such officers.
Stock Option and Restricted Share Grants
As part of its officer compensation programs, the Company intends to
utilize stock options priced at 100% of market on the date of grant as its
primary long-term incentive award vehicle. On November 26, 2002, the Company
made grants of restricted common shares in the amount of 500,000 shares to Peter
C. Georgiopoulos and 125,000 shares to John P. Tavlarios. The shares will vest,
if at all, in seven years from the date of grant (or earlier upon the death,
disability, dismissal without cause or resignation for good cause of the
recipient or upon a change of control of the Company). Messrs. Georgiopoulos and
Tavlarios surrendered outstanding options to the Company to purchase 350,000 and
240,000 common shares, respectively, at an exercise price of $18.00 per share.
On November 26, 2002, the Company granted options to purchase an aggregate of
143,500 shares of common stock of General Maritime at an exercise price of $6.06
(the closing price on the date of grant) to other employees of General Maritime.
These options will generally vest in four equal installments on each of the
first four anniversaries of the date of grant.
The Committee believes that option grants can be effective for both new
hire and retention purposes in establishing substantial stock-based investment
risks for key employees that emphasize the importance of shareholder return and
encourage a focus on long-term results.
CEO Compensation
The Committee's actions regarding Mr. Peter Georgiopoulos' cash
compensation for 2002 as the Company's Chief Executive Officer are reflected in
the "Summary Compensation Table" set forth above.
The Committee's review of Mr. Georgiopoulos' base salary rate and annual
bonus opportunity occurred at the same time as the above-discussed review of the
cash compensation of the Company's other executive officers, and took into
account the same factors and data, together with the Committee's assessment of
Mr. Georgiopoulos's leadership skills and impact potential, his contributions to
the Company's successes during 2002, his unique role in representing the Company
in its industry and to investors and other potential financing sources, his
efforts in developing potential strategic opportunities for the Company and his
success in building an effective management team and corporate infrastructure to
support the Company's growth and its public company status, and integrating the
ten vessels purchased following the Company's initial public offering..
No changes were made in Mr. Georgiopoulos' base salary rate as a result
of the 2002 review. After assessing Mr. Georgiopoulos' performance for 2002, and
after taking into account his base salary rate and size of the stock option
grant made to him at the time of the initial public offering and his award of
restricted shares in 2002 on his surrender of certain stock options, the
Committee determined to award Mr. Georgiopoulos a $300,000 annual bonus for
2002.
Conclusion
The Compensation Committee is of the opinion that the Company's current
senior management compensation programs and practices are structured in a way
that achieves an appropriate risk/reward balance, and are consistent with the
Committee's goal of enabling the Company to compete for, and retain, high
caliber executives in a highly competitive and challenging business environment,
while also emphasizing the need for and importance of achieving annual and
longer-range performance goals.
The current members of the Compensation Committee:
Stephen A. Kaplan (chair)
William J. Crabtree
Peter S. Shaerf
Performance Graph
The following graph illustrates a comparison of the cumulative total
shareholder return (change in stock price plus reinvested dividends) of General
Maritime's common stock with the Dow Jones U.S. Total Market Index and the
Philadelphia Stock Exchange Oil Services Sector Index, for the period from June
12, 2001 through December 31, 2002. The measurement assumes a $100 investment on
June 12, 2001. The comparisons in the graph are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of
possible future performance of the Company's common stock. Data for the Dow
Jones U.S. Total Market Index and the Philadelphia Stock Exchange Oil Services
Sector Index assume reinvestment of dividends. General Maritime has never paid
dividends on its common stock and has no present plans to do so.
[GRAPHIC OMITTED]
Philadelphia
Stock Exchange
Dow Jones U.S. Total Oil Services
Date General Maritime Market Index Sector Index
---- ---------------- ------------ ------------
6/12/01 $100.00 $100.00 $100.00
12/31/02 $41.39 $76.29 $71.55
REPORT OF THE AUDIT COMMITTEE
The role of the Audit Committee is to assist the Board in its oversight
of the quality and integrity of the accounting, auditing and financial reporting
practices of the Company and the independence and performance of the Company's
auditors. The Board, in its business judgement, has determined that all members
of the Committee are "independent," as provided under the applicable listing
standards of the New York Stock Exchange. The Committee operates pursuant to a
Charter that was last amended and restated by the Board on March 21, 2002, a
copy of which is attached to this Proxy Statement as Appendix I. As set forth in
the Charter, the Committee's job is one of oversight. Management is responsible
for the preparation, presentation and integrity of the Company's financial
statements. Management is also responsible for maintaining appropriate
accounting and financial reporting principles and practices and internal
controls and procedures designed to assure compliance with accounting standards
and applicable laws and regulations. The independent auditors are responsible
for auditing the annual financial statements, expressing an opinion based on
their audit as to the statements' conformity with generally accepted accounting
principles, monitoring the effectiveness of the Company's internal controls,
reviewing the Company's quarterly financial statements prior to the filing of
each quarterly report on Form 10-Q and discussing with the Committee any issues
they believe should be raised with the Committee.
The Committee met with the Company's independent accountants to review
and discuss the overall scope and plans for the audit of the Company's
consolidated financial statements for the year ended December 31, 2002. The
Committee has considered and discussed with management and the independent
auditors (both alone and with management present) the audited financial
statements as well as the independent auditors' evaluation of the Company's
internal controls and the overall quality of the Company's financial reporting.
Management represented to the Committee that the Company's financial statements
were prepared in accordance with generally accepted accounting principles, and
the Committee reviewed and discussed the financial statements with management.
The Committee has also discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. Finally, the
Committee has received written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect, and a formal written
statement from the independent auditors, confirmed by management, of the fees
billed for audit services, information technology consulting services, and other
non-audit services rendered by the independent auditors for the most recent
fiscal year. The Committee has considered whether the provision of non-audit
services by the independent auditors to the Company is compatible with
maintaining the auditor's independence and has discussed with the auditors the
auditors' independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the field of auditing
or accounting, including in respect of auditor independence. Members of the
Committee rely, without independent verification, on the information provided to
them and on the representations made by management and the independent
accountants. Accordingly, the Audit Committee's activities do not provide an
independent basis to determine that management has maintained appropriate
internal control and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Company's financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles or that the Company's auditors are in fact "independent."
Based upon the Committee's receipt and review of the various materials
and assurances described above and its discussions with management and
independent accountants, and subject to the limitations on the role and
responsibilities of the Committee referred to above and in the Charter, the
Committee recommended to the Board that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002, filed with the Securities and Exchange Commission.
In the fourth quarter of 2002, the Company had a loss of $1.7 million,
or $0.05 basic and fully diluted loss per share, for the three months ended
December 31, 2002 compared to net income of $8.9 million, or $0.24 basic and
fully diluted earnings per share, for the prior year period. This loss is due to
a $8.6 million non-cash expense during the fourth quarter 2002 in connection
with the Company's decision to write down the book value of two vessels when
these vessels were reclassified from long-term assets to available for sale. The
expense represents the difference between the book value of the vessels as of
December 31, 2002 and the estimated proceeds from their sale anticipated to
occur during 2003. Excluding this non-cash expense, the Company would have had
net income of $6.8 million, or $0.19 basic earnings per share, for the fourth
quarter 2002. The weighted average number of basic shares used in the
computation was 36,964,770 for the three months ended December 31, 2002 and
37,000,000 for the prior year period.
Submitted by the Audit Committee of the Board:
Rex W. Harrington (chair)
William J. Crabtree
Peter S. Shaerf
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of General Maritime's voting common stock as of April 11,
2003 of:
o each person, group or entity known to General Maritime to
beneficially own more than 5% of our stock;
o each of our directors;
o each of our Named Executive Officers; and
o all of our directors and executive officers as a group.
As of April 11, 2003, a total of 36,964,770 shares of common stock were
outstanding and entitled to vote at the Annual Meeting. Each share of common
stock is entitled to one vote on matters on which common shareholders are
eligible to vote. The amounts and percentages of common stock beneficially owned
are reported on the basis of regulations of the Securities and Exchange
Commission governing the determination of beneficial ownership of securities.
Under the rules of the Securities and Exchange Commission, a person is deemed to
be a "beneficial owner" of a security if that person has or shares "voting
power," which includes the power to vote or to direct the voting of that
security, or "investment power," which includes the power to dispose of or to
direct the disposition of that security. A person is also deemed to be a
beneficial owner of any securities as to which that person has a right to
acquire beneficial ownership presently or within 60 days. Under these rules,
more than one person may be deemed a beneficial owner of the same securities,
and a person may be deemed to be the beneficial owner of securities as to which
that person has no economic interest.
Ownership of Common Stock
Amount of Percentage of
Name and Address Common Stock Common Stock
of Beneficial Owner(1) Beneficially Owned Outstanding
---------------------- ------------------ -----------
Peter C. Georgiopoulos 2,692,793(2) 7.29%
John P. Tavlarios 125,000(3) *
James C. Christodoulou 32,000(4) *
John C. Georgiopoulos 32,000(5) *
Andrew Cazalet 0 *
William J. Crabtree 2,000(6) *
Rex W. Harrington 2,000(6) *
Stephen A. Kaplan(7) 2,000(6) *
Peter S. Shaerf 2,000(6) *
Louis M. Bacon(8) 2,478,210 6.70%
Oaktree Capital Management, LLC(7) 9,249,906 25.02%
Wexford Capital LLC(9) 5,569,049 15.07%
Joseph Jacobs(9) 5,569,049 15.07%
Charles Davidson(9) 5,569,049 15.07%
All directors and executive
officers as a group (nine persons) 2,889,793 7.82%
----------------------
* Less than 1% of the outstanding shares of common stock.
(1) Unless otherwise indicated the business address of each
beneficial owner identified is c/o General Maritime Corporation,
35 West 56th Street, New York, New York 10019.
(2) Includes 500,000 shares of our restricted common stock which will
vest, if at all, in seven years from the date of grant (or
earlier upon the death, disability, dismissal without cause or
resignation for good reason of the recipient or upon a change of
control) and are owned directly by the reporting person. Does not
include 614,206 shares beneficially owned by affiliates of
Wexford Capital LLC which are owned by three limited liability
companies for which affiliates of Mr. Georgiopoulos acted as
operating member and KS Stavanger Prince, in which Mr.
Georgiopoulos has an interest. Mr. Georgiopoulos, directly or
through controlled entities, received 2,192,793 shares of our
common stock which he owns in our recapitalization on June 12,
2001 which initially closed following effectiveness of our
initial public offering. He surrendered options to purchase
350,000 shares of our common stock for cancellation. Of these,
options to purchase 87,500 shares of our common stock had become
exercisable on June 15, 2002. The remaining options would have
become exercisable in equal installments on each of the first
three anniversaries of such date.
(3) Includes 125,000 shares of our restricted common stock which will
vest, if at all, in seven years from the date of grant (or
earlier upon the death, disability, dismissal without cause or
resignation for good reason of the recipient or upon a change of
control) and are owned directly by the reporting person. Mr.
Tavlarios surrendered options to purchase 240,000 shares of our
common stock for cancellation. Of these, options to purchase
48,000 shares of common stock had become exercisable on each of
June 15, 2001 and June 15, 2002. The remaining options would have
become exercisable in equal installments on June 15, 2003, June
15, 2004, and June 15, 2005.
(4) Includes shares issuable on exercise of options to purchase
32,000 shares of our common stock. Does not include shares
subject to options to purchase 48,000 shares of our common stock,
16,000 shares of which vest on each of the second, third and
fourth anniversaries of our initial public offering. Also does
not include shares subject to options to purchase 5,000 shares of
common stock at an exercise price of $6.06 (the closing price on
the date of grant) which will generally vest in four equal
installments on each of the first four anniversaries of the date
of grant, November 26, 2002.
(5) Includes shares issuable on exercise of options to purchase
32,000 shares of our common stock. Does not include shares
subject to options to purchase 48,000 shares of our common stock,
16,000 shares of which vest on each of the second, third and
fourth anniversaries of our initial public offering. Also does
not include shares subject to options to purchase 40,000 shares
of common stock at an exercise price of $6.06 (the closing price
on the date of grant) which will generally vest in four equal
installments on each of the first four anniversaries of the date
of grant, November 26, 2002.
(6) Includes shares issuable on exercise of options to purchase 2,000
shares of our common stock which vested upon the closing of our
initial public offering. Does not include options by Mr. Shaerf
to purchase 12,500 shares of common stock which vest 20% per year
beginning May 10, 2003.
(7) Each of Mr. Kaplan's and Oaktree Capital Management, LLC's
address is 333 South Grand Avenue, 28th Floor, Los Angeles, CA
90071. Oaktree Capital Management, a registered investment
adviser under the Investment Advisers Act of 1940, is the general
partner of OCM Principal Opportunities Fund, L.P. The shares
reported herein are held directly by OCM Principal Opportunities
Fund, L.P. As the general partner of the OCM Principal
Opportunities Fund, L.P., Oaktree Capital Management, LLC has
voting and dispositive power over the shares that are held by OCM
Principal Opportunities Fund, L.P. Although Oaktree Capital
Management, LLC may be deemed to beneficially own those shares
for purposes of Section 13 of the Securities Exchange Act of
1934, Oaktree Capital Management, LLC disclaims beneficial
ownership of those shares except to the extent of its direct and
indirect pecuniary interest therein. Oaktree Capital Management,
LLC also beneficially owns shares issuable on exercise of options
to purchase 2,000 shares of General Maritime's common stock,
issued to Mr. Kaplan. Mr. Kaplan, a director of General Maritime,
is a Principal of Oaktree Capital Management, LLC. To the extent
Mr. Kaplan participates in the process to vote or dispose of
those shares, he may be deemed under certain circumstances for
purposes of Section 13 of the Securities Exchange Act of 1934 to
be the beneficial owner of those shares. Mr. Kaplan, however,
disclaims beneficial ownership of those shares except to the
extent of his direct and indirect pecuniary interest in them.
(8) Mr. Bacon's address is 1251 Avenue of the Americas, New York, New
York 10020. Includes 1,243,276 shares held of record by
Multi-Strategies Fund Ltd. and 1,234,934 shares held of record or
beneficially by Belvedere Maritime Holdings LLC. Mr. Bacon, in
his capacity as Chairman and Chief Executive Officer, director
and controlling shareholder of a registered commodity trading
advisor which serves as discretionary investment manager to
Multi-Strategies Fund Ltd. and as the sole member of Belvedere
Maritime Holders LLC may be deemed the beneficial owner of the
shares held for the accounts of those entities.
(9) Wexford Capital LLC's address is 411 West Putnam Avenue,
Greenwich, CT 06830. The shares listed for Wexford Capital LLC
represent shares owned by the following limited liability
companies and limited partnerships, each of which is controlled
by Wexford Capital LLC:
o Equili Company L.P., a New York limited partnership;
o Equili Company II L.P., a New York limited partnership;
o Genmar Alexandra, LLC, a Delaware limited liability company; and
o Genmar II, LLC, a Delaware limited liability company.
The shares listed for Joseph Jacobs and Charles Davidson represent the
shares beneficially owned by Wexford Capital LLC, of which Joseph Jacobs
and Charles Davidson are controlling members.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Office Lease
We lease office space of approximately 11,000 square feet for our
principal executive offices in New York, New York in a building currently leased
by GenMar Realty LLC, a company wholly owned by Peter C. Georgiopoulos, our
Chairman, President and Chief Executive Officer. There is no lease agreement
between us and GenMar Realty LLC. We currently pay an occupancy fee on a month
to month basis in the amount of $55,000.
Loans
During the fourth quarter of 2000, we loaned $485,467 to Peter C.
Georgiopoulos. This loan does not bear interest and is due and payable on
demand. The full amount of this loan was outstanding as of December 31, 2002.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board has selected the firm of Deloitte & Touche LLP as the
Company's independent auditors to audit the financial statements of General
Maritime for the fiscal year ending December 31, 2003 and recommends that
shareholders vote for ratification of this appointment. The Company engaged
Deloitte & Touche LLP as its independent auditors in August 2000 in anticipation
of its initial public offering. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting, will have the opportunity to make
a statement if they desire to do so and are expected to be available to respond
to appropriate questions. The affirmative vote of the holders of a majority of
the shares present in person or represented by proxy and voting at the Annual
Meeting will be required to ratify the selection of Deloitte & Touche LLP.
If the shareholders fail to ratify the selection, the Audit Committee
and the Board will reconsider its selection of auditors. Even if the selection
is ratified, the Board in its discretion may direct the appointment of different
independent auditors at any time during the year if it determines that such
change would be in the best interests of General Maritime and its shareholders.
The 2002 Audit Committee has determined that the provision of the
services covered under the headings and "All Other Fees" below is compatible
with maintaining Deloitte & Touche's independence for purposes of acting as
General Maritime's independent auditor.
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte & Touche") for professional services rendered for the audit of the
Company's annual financial statements for the fiscal years ended December 31,
2002 and 2001 and for the reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-Q for that fiscal years were $352,500 and
$350,000, respectively.
All Other Fees
The aggregate fees billed by Deloitte& Touche for services rendered to
the Company, other than the services described above under "Audit Fees", for the
fiscal year ended December 31, 2002 were $224,000, including audit related
services of approximately $191,000 and non-audit services of $33,000. Audit
related services include fees for agreed-upon procedures on the Company's
Recapitalization plan and accounting consultations. Non-audit services included
fees for procedures performed in connection with the Company's Policies and
Procedures Manual.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE RATIFICATION (ITEM 2 OF THE ENCLOSED PROXY CARD) OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS GENERAL MARITIME'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the 2004 Annual Meeting of
Shareholders, for inclusion in General Maritime's proxy statement and form of
proxy relating to that meeting, must be received by General Maritime at its
offices in New York, New York, addressed to the Secretary, not later than
December 20, 2003. Such proposals must comply with General Maritime's By-Laws
and the requirements of Regulation 14A of the 1934 Act.
In addition, Rule 14a-4 of the 1934 Act governs General Maritime's use
of its discretionary proxy voting authority with respect to a shareholder
proposal that is not addressed in the proxy statement. With respect to General
Maritime's 2004 Annual Meeting of Shareholders, if General Maritime is not
provided notice of a shareholder proposal prior to March 15, 2004, General
Maritime will be allowed to use its discretionary voting authority when the
proposal is raised at the meeting, without any discussion of the matter in the
proxy statement.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the 1934 Act and the rules thereunder, the
Company's executive officers and directors and persons who own more than 10% of
a registered class of General Maritime's equity securities are required to file
with the Securities and Exchange Commission reports of their ownership of, and
transactions in, the Company's common stock. Based solely on a review of copies
of such reports furnished to the Company, and written representations that no
reports were required, the Company believes that during the fiscal year ended
December 31, 2002 its executive officers and directors complied with the Section
16(a) requirements.
ANNUAL REPORT ON FORM 10-K
General Maritime will provide without charge a copy of its Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 28, 2003
(without the exhibits attached thereto), as amended, to any person who was a
holder of the Company's common shares on the Record Date. Requests for the
Annual Report on Form 10-K should be made in writing, should state that the
requesting person held the Company's common shares on the Record Date and should
be submitted to James C. Christodoulou, Vice President, Chief Financial Officer
and Secretary of General Maritime, at 35 West 56th Street, New York, New York
10019.
OTHER MATTERS
At the date of this proxy statement, management was not aware that any
matters not referred to in this proxy statement would be presented for action at
the Annual Meeting. If any other matters should come before the Annual Meeting,
the persons named in the accompanying proxy will have discretionary authority to
vote all proxies in accordance with their best judgment, unless otherwise
restricted by law.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James C. Christodoulou
------------------------------
James C. Christodoulou
Vice President, Chief Financial
Officer and Secretary
Dated: April 28, 2002
APPENDIX I
General Maritime Corporation
Audit Committee Charter
(as amended and restated on March 21, 2002)
This Audit Committee Charter ("Charter") has been adopted by the Board
of Directors (the "Board") of General Maritime Corporation (the "Company"). The
Audit Committee of the Board (the "Committee") shall review and reassess the
adequacy of this charter annually and recommend any proposed changes to the
Board for approval.
Role and Independence; Organization
The Committee assists the Board in its oversight of the quality and
integrity of the accounting, auditing and financial reporting practices of the
Company and the independence and performance of the Company's external auditors.
It may also have such other duties as may from time to time be assigned to it by
the Board. The membership of the Committee shall consist of at least three
directors who are each free of any relationship that, in the opinion of the
Board, may interfere with such member's individual exercise of independent
judgment. Each Committee member shall also meet the independence and financial
literacy requirements for serving on audit committees, and at least one member
shall have accounting or related financial management expertise, all as set
forth in the applicable rules of the New York Stock Exchange.
The Committee shall maintain free and open communication (including
private executive sessions at least annually) with the independent auditors, any
internal auditors, and Company management. In discharging its oversight role,
the Committee shall have full access to all Company books, records, facilities,
personnel and outside professionals. The Committee may retain special legal,
accounting or other consultants as advisors. Each member of the Committee shall
be entitled to rely on (i) the integrity of those persons and organizations
within and outside the Company from which it receives information, (ii) the
accuracy of the financial and other information provided by such persons or
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Board), and (iii) representations made by management as to all
audit and non-audit services provided by the auditors to the Company.
The Board, with the assistance of the Committee, has the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the outside auditors (or to nominate the outside auditors to be proposed for
stockholder approval in the proxy statement). The outside auditors of the
Company are ultimately accountable to the Board (as assisted by the Committee)
as representatives of the stockholders.
The Committee shall meet at least two times annually. One member of the
Committee may be appointed as chair, who shall be responsible for leadership of
the Committee, including scheduling and presiding over meetings, preparing
agendas, making regular reports to the Board, and maintaining regular liaison
with the CEO, CFO, the lead independent audit partner and the director of
internal audit, if any.
Responsibilities
The Committee's job is one of oversight. Management is responsible for
the preparation, presentation and integrity of the Company's financial
statements. Management and the internal auditing department, if any, are
responsible for maintaining appropriate accounting and financial reporting
principles and practices and internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. The
independent auditors are responsible for auditing the annual financial
statements, reviewing the Company's quarterly financial statements prior to the
filing of each quarterly report on Form 10-Q, and other procedures.
The Committee and the Board recognize that management and the
independent auditors have more resources and time and more detailed knowledge
and information regarding the Company's accounting, financial and auditing
practices than do Committee members; accordingly the Committee's oversight role
does not provide any expert or special assurance as to the Company's financial
statements or any certification as to the work of the independent auditors. Nor
is it the duty of the Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditors, or to
assure compliance with laws and regulations.
Although the Board and the Committee may wish to consider other duties
from time to time, the general recurring activities of the Committee in carrying
out its oversight role are described below. The Committee shall be responsible
for:
o Recommending to the Board the independent auditors to be retained
(or nominated for shareholder approval) to audit the annual
financial statements of the Company and review the quarterly
financial statements of the Company.
o Evaluating, together with the Board, the performance of the
independent auditors and, where appropriate, recommending the
replacement of such auditors.
o Annually obtaining from the independent auditors a formal written
statement describing all relationships between the auditors and
the Company, addressing the matters set forth in Independence
Standards Board Standard No. 1. The Committee shall actively
engage in a dialogue with the independent auditors with respect
to any disclosed relationships that may impact the objectivity
and independence of the auditors, and shall consider whether the
independent auditors' provision of information technology
consulting and other non-audit services to the Company, if any,
is compatible with the auditors' independence. The Committee
shall recommend that the Board take appropriate actions to
satisfy itself as to the auditors' independence.
o Reviewing the audited financial statements and discussing them
with management and the independent auditors. These discussions
shall include the matters required to be discussed under
Statement of Auditing Standards No. 61, as modified or
supplemented, and consideration of the quality of the Company's
accounting principles as applied in its financial reporting. Such
discussions may include a review of particularly sensitive
accounting estimates, reserves and accruals, review of judgmental
areas, review of audit adjustments, review of risk exposures that
may have a material impact on the Company's financial statements
and the steps management has taken to monitor and control such
exposures, and other such inquiries as the Committee or the
independent auditors shall deem appropriate. Based on its review,
the Committee shall make its recommendation to the Board as to
the inclusion of the Company's audited financial statements in
the Company's Annual Report on Form 10-K (or the Annual Report to
Shareholders, if distributed prior to the filing of the Form
10-K).
o Preparing annually a report to be included in the Company's proxy
statement as required by the rules of the Securities and Exchange
Commission, and submitting such report to the Board for approval.
o Overseeing the relationship with the independent auditors,
including discussing with the auditors the planning and staffing
of the audit and the nature and rigor of the audit process,
receiving and reviewing audit reports, reviewing with the
auditors any problems or difficulties the auditors may have
encountered in carrying out their responsibilities and any
management letters provided by the auditors and the Company's
response to such letters, and providing the auditors full access
to the Committee and the Board to report on all appropriate
matters.
o Providing oversight of the Company's auditing, accounting and
financial reporting principles, policies, controls, procedures
and practices, and reviewing significant changes to the foregoing
as suggested by the independent auditors, any internal auditors
or management.
o Annually obtaining from the independent auditors a formal written
statement of the fees billed for audit services, information
technology consulting services, and other non-audit services
rendered by the independent auditors for the most recent fiscal
year.
o Reviewing with management and the independent auditors the
interim financial information prior to the Company's filing of
each Form 10-Q; this review shall be done by the Committee as a
whole or through the Committee chair.
o Discussing with management and the independent auditors the
quality and adequacy of the Company's internal audit controls and
procedures and, if applicable, the internal audit function's
organization, responsibilities, plans, results, budget and
staffing, as well as providing oversight to any internal audit
activities, including review of significant reports prepared by
the internal auditors, and management's response.
o Discussing with management and/or the Company's general counsel
any legal matters (including the status of pending litigation)
that may have a material impact on the Company's financial
statements, and any material reports or inquiries from regulatory
or governmental agencies.
o Reporting its activities to the full Board and making such
recommendations with respect to the above and any other matters
as the Committee may deem necessary or appropriate.
00656-0014 #400234
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
Please
Mark Here
for Address
Change or
Comments [ ]
SEE REVERSE SIDE
The Board of Directors recommends a vote FOR Items 1 and 2.
1. ELECTION OF DIRECTORS WITHHELD
FOR FOR ALL
Nominees: [ ] [ ]
01 John P. Tavlarios
02 Peter S. Shaerf
Withheld for the nominees you list below: (Write that nominee's name in the
space provided below.)
_______________________________________________________________________________
FOR AGAINST ABSTAIN
2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS [ ] [ ] [ ]
WILL
If you plan to attend the Annual Meeting ATTEND
please mark the will ATTEND box [ ]
Please disregard if you have previously provided your consent
decision.
By checking the box to the right, I consent to future delivery of [ ]
annual reports, proxy statements, prospectuses and other
materials and shareholder communications electronically via
the Internet at a webpage which will be disclosed to me. I
understand that the Company may no longer distribute printed
materials to me from any future shareholder meeting until such
consent is revoked. I understand that I may revoke my consent
at any time by contacting the Company's transfer agent, Mellon
Investor Services LLC, Ridgefield Park, NJ and that costs
normally associated with electronic delivery, such as usage and
telephone charges as well as any costs I may incur in printing
documents, will be my responsibility.
Signature_______________________Signature______________________Date____________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
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FOLD AND DETACH HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GENERAL MARITIME
CORPORATION
The undersigned hereby appoints Peter C. Georgiopoulos and James C.
Christodoulou, and each of them, with power to act without the other and with
power of substitution, as proxies and attorneys-in-fact and hereby authorizes
them to represent and vote, as provided on the other side, all the shares of
General Maritime Corporation Common Stock which the undersigned is entitled to
vote, and, in their discretion, to vote upon such other business as may properly
come before the Annual Meeting of Shareholders of General Maritime Corporation
to be held May 22, 2003 or any adjournment thereof, with all powers which the
undersigned would possess if present at the Meeting.
(Continued, and to be marked, dated and signed, on the other side)
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Address Change/Commenets (Mark the corresponding box on the reverse side)
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FOLD AND DETACH HERE