SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

NAVIOS MARITIME HOLDINGS INC.

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F þ          Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o          No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o          No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o          No þ

 

 

Information Contained in this Report on Form 6-K

Attached hereto is a copy of the Notice of 2009 Annual Meeting of Stockholders and Proxy Statement of Navios Maritime Holdings Inc. dated October 30, 2009 for the 2009 Annual Meeting of Stockholders to be held on December 15, 2009.

 

 

October 30, 2009

 

Dear Stockholder,

 

We cordially invite you to attend our 2009 annual meeting of stockholders to be held at 11:00 a.m. on Tuesday, December 15, 2009, at the offices of Navios Shipmanagement Inc., Akti Miaouli 85, 6^th Floor, Piraeus, Greece. The attached notice of annual meeting and proxy statement describe the business we will conduct at the meeting and provide information about Navios Maritime Holdings Inc. that you should consider when you vote.

 

When you have finished reading the proxy statement, please promptly vote your interests by marking, signing, dating and returning the proxy card in the enclosed envelope. We encourage you to vote by proxy so that your interests will be represented and voted at the meeting, whether or not you can attend.

 

Sincerely,

 

 

Angeliki Frangou
Chairman and Chief Executive Officer

 

NAVIOS MARITIME HOLDINGS INC.
NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS

 

October 30, 2009

 

TIME: 11:00 a.m.

 

DATE: December 15, 2009

 

PLACE: Offices of Navios Shipmanagement Inc., Akti Miaouli 85, 6th Floor, Piraeus, Greece

 

PURPOSES:

 

 

WHO MAY VOTE:

 

You may vote if you were the record owner of Navios Maritime Holdings Inc. stock at the close of business on October 28, 2009. A list of stockholders of record will be available at the meeting and, during the 10 days prior to the meeting, at the office of the Secretary at the above address.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

Vasiliki Papaefthymiou
Secretary

 

NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) 30 210-459-5000

 

 

PROXY STATEMENT FOR
NAVIOS MARITIME HOLDINGS INC.

 

 

2009 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 2009

 

 

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

 

Why Did You Send Me this Proxy Statement?

 

We sent you this proxy statement and the enclosed proxy card because Navios Maritime Holdings Inc.’s Board of Directors is soliciting your proxy to vote at the 2009 annual meeting of stockholders and any adjournments of the meeting to be held at 11:00 a.m. on Tuesday, December 15, 2009, at the offices of Navios Shipmanagement Inc., Akti Miaouli 85, 6^th Floor, Piraeus, Greece. This proxy statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

 

On October 30, 2009, we began sending this proxy statement, the attached notice of annual meeting and the enclosed proxy card to all stockholders entitled to vote at the meeting. You can find a copy of our 2008 Annual Report on Form 20-F on the Internet through our website at www.navios.com or the Securities and Exchange Commission’s electronic data system called EDGAR at www.sec.gov.

 

Who Can Vote?

 

Only stockholders who owned Navios Maritime Holdings Inc. common stock at the close of business on October 28, 2009 are entitled to vote at the annual meeting. On this record date, there were 100,202,960 shares of Navios Maritime Holdings Inc. common stock outstanding and entitled to vote. Navios Maritime Holdings Inc. common stock is our only class of voting stock. The shares of common stock are listed on the New York Stock Exchange under the symbol “NM.”

 

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the meeting and not revoked prior to the meeting, will be voted at the meeting. A stockholder may revoke a proxy before the proxy is voted by delivering to our Secretary a signed statement of revocation or a duly executed proxy card bearing a later date. Any stockholder who has executed a proxy card but attends the meeting in person may revoke the proxy and vote at the meeting.

 

How Many Votes Do I Have?

 

Each share of Navios Maritime Holdings Inc. common stock that you own entitles you to one vote.

 

How Do I Vote?

 

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, Continental Stock Transfer & Trust Company, or you have stock certificates, you may vote:

 

 

If your shares are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:

 

 

How Does the Board of Directors Recommend That I Vote on the Proposals?

 

The board of directors recommends that you vote as follows:

 

 

If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment. At the time this proxy statement was printed, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

 

May I Revoke My Proxy?

 

If you give us your proxy, you may revoke it at any time before the meeting. You may revoke your proxy in any one of the following ways:

 

 

What Vote is Required to Approve Each Proposal and How are Votes Counted?

 

 

What Constitutes a Quorum for the Meeting?

 

The presence, in person or by proxy, of the holders of no less than one-third (1/3) of the outstanding shares of our common stock is necessary to constitute a quorum at the meeting. Votes of stockholders of record who are present at the meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

 

ELECTION OF DIRECTORS

 

(Notice Item 1)

 

Our Board of Directors consists of seven directors, who are divided into three classes. As provided in our Articles of Incorporation, each director is elected to serve for a three-year term and until such director’s successor is duly elected and qualified, except in the event of such director’s death, resignation, removal or earlier termination of such director’s term of office. The term of three Class A directors expires at the annual meeting. Accordingly, the board of directors has nominated Rex Harrington, Allan Shaw and John Stratakis, each of whom is a Class A director, for election as directors whose term would expire at our 2012 Annual Meeting of Stockholders.

 

Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the shares authorized thereby FOR the election of the following three nominees. It is expected that each of these nominees will be able to serve, but if before the election it develops that any of the nominees is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee or nominees as the current board of directors may recommend.

 

Nominees for Election as Class A Directors to the Board of Directors

 

Information concerning the nominees for the Class A directors is set forth below:

 

 

Rex Harrington has been a member of our board of directors since October 25, 2005. Mr. Harrington served as shipping advisor to the Royal Bank of Scotland plc from 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 Bothers & Co., Ltd., an international merchant banking firm, and, from 1957 to 1969, served in various capacities in the Bank of England. Mr. Harrington currently serves as a director of General Maritime Corporation, a company listed on the New York Stock Exchange, and is a senior consultant to the Bank of America on shipping. He is a member of the General Committee of Lloyds Register, the London Advisory Panel of InterCargo, the Baltic Exchange and the Steering Committee of the London Shipping Law Centre. Mr. Harrington is a deputy chairman of the International Maritime Industries Forum. He was a director of Dampskibsselspaket TORM, a company listed on the NASDAQ National Market and the Copenhagen Stock Exchange from 2003 to 2006, Clarksons (International Shipbrokers) quoted on the London Stock Exchange from 1995 to 1998, and a director of Lloyd’s Register from 1994 to 1999. Mr. Harrington has a Masters degree from the University of Oxford. In addition to his role on the Board of Directors, Mr. Harrington also serves as Chairman of the Nominating and Governance Committee and a member of the Audit Committee. Mr. Harrington is an independent director.

 

Allan Shaw has been a member of our board of directors since October 25, 2005, He has over 20 years of financial management experience. Mr. Shaw has been a member of the board of directors and Chief Financial Officer of Aries Maritime Transport Ltd. since October 13, 2009. Previously, Mr. Shaw was the founder and Senior Managing Director of Shaw Strategic Capital LLC, an international financial advisory firm. From November 2002 to April 2004, Mr. Shaw was the Chief Financial Officer and Executive Management Board Member at Serono International S.A., a global biotechnology company. Prior to joining Serono, Mr. Shaw was with Viatel Inc., an international telecommunications company, where he was a member of the board of directors and Chief Financial Officer. Mr. Shaw, a United States Certified Public Accountant, was also a manager with Deloitte & Touche and received a Bachelor of Science degree from the State University of New York, Oswego in 1986. In addition to his role on the Board of Directors, Mr. Shaw also serves as Chairman of the Audit Committee and the Chairman of the Compensation Committee. Mr. Shaw is an independent director.

 

John Stratakis has been a member of our board of directors since its inception, and prior to that was a member of the board of directors of International Shipping Enterprises, Inc. Since 1994, Mr. Stratakis has been a partner with the law firm of Poles, Tublin, Stratakis & Gonzalez, LLP, in New York, New York, where he specializes in all aspects of marine finance and admiralty law, real estate, trusts and estates and general corporate law. From 1992 to 1993, Mr. Stratakis was an associate attorney with Wilson, Elser, Moskowitz Edelman & Dicker, in New York, New

York. Mr. Stratakis also has been a director and the President of the Hellenic — American Chamber of Commerce in New York. He serves on the board of New York Maritime Inc., an association that promotes the New York region as a maritime business center. Mr. Stratakis received a Bachelor of Arts (cum laude) from Trinity College and a Juris Doctor degree from Washington College of Law — American University. Mr. Stratakis is admitted to practice law in the State of New York and in the courts of the Southern and Eastern Districts of New York. In addition to his role on the Board of Directors, Mr. Stratakis also serves as a member of the Nominating and Governance Committee and a member of the Compensation Committee. Mr. Stratakis is an independent director.

 

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF REX HARRINGTON, ALLAN SHAW AND JOHN STRATAKIS AS CLASS A DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

 

AMENDMENT OF OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE FROM 1,000,000 SHARES TO 5,000,000 SHARES, THE AGGREGATE NUMBER OF SHARES OF PREFERRED STOCK AUTHORIZED TO BE ISSUED

 

(Notice Item 2)

 

The Board of Directors has determined that it is advisable to increase our authorized preferred stock from 1,000,000 shares to 5,000,000 shares, and has adopted and voted to recommend that the stockholders adopt an amendment to our Amended and Restated Articles of Incorporation effecting the proposed increase.

 

The affirmative vote of a majority of all the outstanding shares of common stock entitled to vote at the meeting is required to approve the amendment to our Amended and Restated Articles of Incorporation to effect the proposed increase in our authorized shares of preferred stock. If adopted, the amendment would become effective upon the filing of articles of amendment with the appropriate authorities of the Republic of the Marshall Islands. This would occur as soon as practical following the meeting.

 

The purpose and effect of the proposed amendment is to authorize 5,000,000 shares of preferred stock for issuance, instead of the 1,000,000 shares now authorized. The amendment will not change other provisions of the Amended and Restated Articles of Incorporation, including either the number of authorized shares of common stock or the provisions governing issuance of preferred stock. The relative rights and limitations of the preferred stock and common stock would remain unchanged.

 

To date, we have designated a significant number of the authorized shares of preferred stock for the purpose of financing vessel acquisitions. The designated shares we agreed to issue in exchange for these vessels are mandatorily convertible into shares of common stock. The conversion price is set at least at $10.00 per share of common stock (reflecting an aggregate premium of not less than 100% to the common stock market price on the date such agreements were executed). The Board of Directors considers it prudent to have additional shares of preferred stock available in the future for general corporate purposes, including but not limited to, possible acquisitions, replenishing as a result of the existence of a stockholders rights plan and possible future financing needs as an alternative to debt financing.

 

The increase in the authorized number of shares of preferred stock could have an anti-takeover effect. The Board of Directors’ ability to issue such shares in the future could dilute the voting power of a person seeking control of us. That possibility could deter or make more difficult a merger, tender offer, proxy contest or other extraordinary corporate transaction opposed by the Board of Directors.

 

We have no specific plans to issue any of the additional 4,000,000 shares of preferred stock that the proposed amendment would authorize. We are also not aware of any current efforts to obtain control of us by any individual or entity.

 

The Board of Directors is authorized to issue shares of preferred stock for consideration it deems adequate and on such terms as may be permitted by law. If the Board of Directors deems it to be in our best interests and the best interests of our stockholders to issue additional shares of preferred stock or securities convertible into stock in the future from authorized shares, it will generally not seek further authorization by vote of the stockholders, unless authorization is otherwise required by law or regulations. Our stockholders have no preemptive right to acquire additional shares of our preferred stock. This means that current stockholders do not have a right to purchase any new issue of shares of our preferred stock in order to maintain their proportionate ownership interests in the company.

 

The Board of Directors is authorized to issue shares of preferred stock without the approval of our stockholders. Shares of preferred stock may be issued in one or more series, and to fix for each such series such voting powers (full or limited) and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series the terms of which will be determined at the time of issuance by the Board of Directors.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

 

INDEPENDENT PUBLIC ACCOUNTANTS

 

(Notice Item 3)

 

The Board of Directors is submitting for approval the appointment of PricewaterhouseCoopers, independent public accountants, as our independent auditors for the fiscal year ending December 31, 2009. The Board proposes that the stockholders ratify this appointment. PricewaterhouseCoopers audited our financial statements for the fiscal year ended December 31, 2009.

 

PricewaterhouseCoopers has advised us that it does not have any direct or indirect financial interest in the company, nor has it had any such interest in connection with us during the past three years other than in its capacity as our independent auditors.

 

All services rendered by the independent auditors are subject to review by the Audit Committee of our Board of Directors.

 

In the event the stockholders do not ratify the appointment of PricewaterhouseCoopers as our independent public accountants, the Audit Committee will reconsider its appointment.

 

The affirmative vote of a majority of the shares present or represented and entitled to vote at the annual meeting is required to ratify the appointment of the independent public accountants.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS INDEPENDENT PUBLIC ACCOUNTANTS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

 

SOLICITATION

 

The cost of preparing and soliciting proxies will be borne by us. Solicitation on behalf of the Board of Directors will be made primarily by mail, but stockholders may be solicited by telephone, e-mail, other electronic means, or personal contact. Copies of materials for the annual meeting will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners. Morrow & Co. LLC has been retained to assist in soliciting proxies.

 

OTHER MATTERS

 

The Board of Directors knows of no other business which will be presented to the annual meeting. If any other business is properly brought before the annual meeting, proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

Vasiliki Papaefthymiou
Secretary

 

October 30, 2009

NAVIOS MARITIME HOLDINGS INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS DECEMBER 15, 2009
NAVIOS MARITIME HOLDINGS INC.’S BOARD OF DIRECTORS SOLICITS THIS PROXY

     The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement dated October 30, 2009 in connection with the Annual Meeting of Stockholders to be held at 11:00 a.m. on Tuesday, December 15, 2009 at the offices of Navios Shipmanagement Inc., Akti Miaouli 85, 6^th Floor, Piraeus, Greece and hereby appoints Angeliki Frangou and Vasiliki Papaefthymiou, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the Common Stock of Navios Maritime Holdings Inc. registered in the name provided in this Proxy which the undersigned is entitled to vote at the 2009 Annual Meeting of Stockholders, and at any adjournments of the meeting, with all the powers the undersigned would have if personally present at the meeting. Without limiting the general authorization given by this Proxy, the proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the Proxy.

     This Proxy when executed will be voted in the manner directed herein. If no direction is made this Proxy will be voted FOR the election of Directors, FOR Proposal 2 and FOR Proposal 3.

     In their discretion the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournments of the meeting.

     If you wish to vote in accordance with the Board of Directors’ recommendations, just sign on the reverse side. You need not mark any boxes.

1.

Election of Class A Directors (or if any nominee is not available for election, such substitute as the Board of Directors may designate):

     Proposal to elect Rex Harrington, Allan Shaw and John Stratakis as Class A Directors of the Company, whose terms will expire in 2012.

		FOR		WITHHOLD VOTE				FOR		WITHHOLD VOTE
Rex Harrington		o		o		Allan Shaw		o		o
John Stratakis		FOR		WITHHOLD VOTE
		o		o

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

2.

Proposal to approve adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the aggregate number of shares of preferred stock that the Company is authorized to issue from 1,000,000 to 5,000,000 shares.

FOR		AGAINST		ABSTAIN
o		o		o

3.

Proposal to ratify the appointment of PricewaterhouseCoopers as the Company’s independent public accountants for the fiscal year ending December 31, 2009.

FOR		AGAINST		ABSTAIN
o		o		o

þ Please mark votes as in this example.

     The Board of Directors recommends a vote FOR Proposals 1, 2 and 3.

PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.