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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
Dated:
November 5, 2010
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(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 2010 Annual
Meeting of Stockholders and Proxy Statement of Navios Maritime Holdings
Inc. dated November 5, 2010 for the 2010 Annual Meeting of Stockholders
to be held on December 21, 2010.
November 5,
2010
Dear Stockholder,
We cordially invite you to attend our 2010 annual meeting of
stockholders to be held at 11:00 a.m. on Tuesday,
December 21, 2010, at the offices of Navios Shipmanagement
Inc., Akti Miaouli 85, 6th 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 2010 ANNUAL MEETING OF STOCKHOLDERS
November 5,
2010
TIME: 11:00 a.m.
DATE: December 21, 2010
PLACE: Offices of Navios Shipmanagement Inc., Akti Miaouli 85,
6th Floor, Piraeus, Greece
PURPOSES:
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1.
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To elect two Class B directors, whose term will expire in
2013.
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2.
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To approve the adoption of an amendment to the companys
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 2,000,000 shares.
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3.
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To ratify the appointment of PricewaterhouseCoopers as the
companys independent public accountants for the fiscal
year ending December 31, 2010.
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4.
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To consider any other business that is properly presented at the
meeting.
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WHO MAY VOTE:
You may vote if you were the record owner of Navios Maritime
Holdings Inc. stock at the close of business on November 3,
2010. 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.
2010
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 21, 2010
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 2010 annual meeting of
stockholders and any adjournments of the meeting to be held at
11:00 a.m. on Tuesday, December 21, 2010, at the
offices of Navios Shipmanagement Inc., Akti Miaouli 85, 6th
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 November 5, 2010, 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 2009 Annual Report on
Form 20-F
on the Internet through our website at www.navios.com or
the Securities and Exchange Commissions 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 November 3, 2010 are
entitled to vote at the annual meeting. On this record date,
there were 101,016,878 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:
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By mail. Complete and mail the enclosed proxy
card in the enclosed postage prepaid envelope. Your proxy will
be voted in accordance with your instructions. If you sign the
proxy card but do not specify how you want your shares voted,
they will be voted as recommended by our Board of Directors.
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In person at the meeting. If you attend the
meeting, you may deliver your completed proxy card in person or
you may vote by completing a ballot, which will be available at
the meeting.
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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:
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By mail. You will receive instructions from
your broker or other nominee explaining how to vote your shares.
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In person at the meeting. Contact the broker
or other nominee who holds your shares to obtain a brokers
proxy card and bring it with you to the meeting. You will not be
able to vote at the meeting unless you have a proxy card from
your broker.
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How Does
the Board of Directors Recommend That I Vote on the
Proposals?
The board of directors recommends that you vote as follows:
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FOR the election of the nominees for the
Class B directors;
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FOR the adoption of an amendment to our
Amended and Restated Articles of Incorporation increasing the
aggregate number of shares of preferred stock that we are
authorized to issue from 1,000,000 to
2,000,000 shares; and
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FOR ratification of the selection of
independent auditors for our fiscal year ending
December 31, 2010.
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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:
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signing a new proxy card and submitting it as instructed above;
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notifying Navios Maritime Holdings Inc.s Secretary in
writing before the annual meeting that you have revoked your
proxy; or
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attending the meeting in person and voting in person. Attending
the meeting in person will not in and of itself revoke a
previously submitted proxy unless you specifically
request it.
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What Vote
is Required to Approve Each Proposal and How are Votes
Counted?
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Proposal 1: Elect Directors
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The nominees for Class B director who receive the most
votes (also known as a plurality of the votes) will
be elected. Abstentions are not counted for purposes of electing
directors. You may vote either FOR all of the nominees, WITHHOLD
your vote from all of the nominees or WITHHOLD your vote from
any one or more of the nominees. Votes that are withheld will
not be included in the vote tally for the election of
Class B directors. Brokerage firms do not have authority to
vote customers unvoted shares held by the firms in street
name for the election of directors. As a result, any shares not
voted by a beneficial owner will be treated as a broker
non-vote. Such broker non-votes will have no effect on the
results of this vote.
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Proposal 2: Approval of Increase of Authorized
Preferred Stock
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The affirmative vote of a majority of all the outstanding shares
of common stock entitled to vote at the annual meeting is
required to approve the amendment to the Amended and Restated
Articles of Incorporation to increase the number of authorized
shares of Preferred Stock from 1,000,000 to 2,000,000.
Abstentions and broker non-votes will be treated effectively as
votes against this proposal.
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Proposal 3: Ratify Selection of Auditors
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The affirmative vote of a majority of the votes present or
represented by proxy and entitled to vote at the annual meeting
is required to ratify the selection of independent auditors.
Abstentions will be treated as votes against this proposal.
Brokerage firms have authority to vote customers unvoted
shares held by the firms in street name on this proposal. If a
broker does not exercise this authority, such broker non-votes
will have no effect on the results of this vote. We are not
required to obtain the approval of our stockholders to select
our independent accountants. However, if our stockholders do not
ratify the selection of PricewaterhouseCoopers as our
independent accountants for 2010, our Audit Committee of our
Board of Directors will reconsider its selection.
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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 directors successor is duly
elected and qualified, except in the event of such
directors death, resignation, removal or earlier
termination of such directors term of office. The term of
two Class B directors expires at the annual meeting.
Accordingly, the Board of Directors has nominated Spyridon
Magoulas and Ted C. Petrone, each of whom is a Class B
director, for election as directors whose term would expire at
our 2013 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 B Directors to the Board of
Directors
Information concerning the nominees for the Class B
directors is set forth below:
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Name
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Age
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Position
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Spyridon Magoulas
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56
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Class B Director
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Ted C. Petrone
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55
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Class B Director
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Spyridon Magoulas has been a member of our Board
of Directors since its inception. Mr. Magoulas is the
co-founder and director of Doric Shipbrokers S.A., a chartering
firm based in Athens, Greece, and has served as the managing
director of Doric Shipbrokers S.A. since its formation in 1994.
From 1982 to 1993, Mr. Magoulas was chartering director and
shipbroker for Nicholas G. Moundreas Shipping S.A., a company
located in Piraeus, Greece, and from 1980 to 1982,
Mr. Magoulas served at Orion and Global Chartering Inc. in
New York. Mr. Magoulas received a Bachelors degree in
Economics (honors) from the City University of New York, New
York, a Masters degree in Transportation Management from the
Maritime College in New York and a Masters degree in Political
Economy from the New School for Social Research in New York. In
addition to his role on the Board of Directors,
Mr. Magoulas also serves as a member of the Audit
Committee, the Compensation Committee and the Nominating and
Governance Committee. Mr. Magoulas is an independent
director.
Ted C. Petrone has been a member of our Board of
Directors since May 2007, having become President of Navios
Corporation in September 2006. He heads our worldwide commercial
operations. Mr. Petrone served in the maritime industry for
31 years, of which 28 were with us, including the period of
time prior to us becoming a publicly traded company. After
Mr. Petrone joined us as an assistant vessel operator,
Mr. Petrone worked in various operational and commercial
positions. For the last fifteen years, Mr. Petrone was
responsible for all the aspects of the daily commercial
activity, encompassing the trading of tonnage, derivative hedge
positions and cargoes. Mr. Petrone is currently also
President of Navios Maritime Acquisition Corporation, a New York
Stock Exchange listed company, and an affiliate of us, and has
served in such capacity since June 2008. Mr. Petrone
graduated from New York Maritime College at Fort Schuyler
with a B.S. in Maritime Transportation. He served aboard
U.S. Navy (Military Sealift Command) tankers.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF SPYRIDON
MAGOULAS AND TED C. PETRONE AS CLASS B 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 2,000,000 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 2,000,000 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
2,000,000 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
1,000,000 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, 2010. The Board proposes that the
stockholders ratify this appointment. PricewaterhouseCoopers
audited our financial statements for the fiscal year ended
December 31, 2010.
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
November 5, 2010
NAVIOS MARITIME HOLDINGS INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS DECEMBER 21, 2010
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 November 5, 2010 in connection with the Annual
Meeting of Stockholders to be held at 11:00 a.m. on Tuesday, December 21, 2010 at the offices of
Navios Shipmanagement Inc., Akti Miaouli 85, 6th 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 2010 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. |
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Election of Class B Directors (or if any nominee is not available for election, such
substitute as the Board of Directors may designate): |
Proposal to elect Spyridon Magoulas and Ted C. Petrone as Class B Directors of the Company,
whose terms will expire in 2013.
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FOR
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WITHHOLD VOTE
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FOR
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WITHHOLD VOTE |
Spyridon Magoulas
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Ted C. Petrone
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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Proposal to approve adoption of an amendment to the Companys 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 2,000,000 shares. |
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FOR
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AGAINST
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ABSTAIN |
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3. |
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Proposal to ratify the appointment of PricewaterhouseCoopers as the Companys independent
public accountants for the fiscal year ending December 31, 2010. |
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FOR
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AGAINST
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ABSTAIN |
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þ Please mark votes as in this example.
The Board of Directors recommends a vote FOR Proposals 1, 2 and 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 this Proxy. You need not mark any boxes. Please
sign exactly as name(s) appears hereon. Joint owners should
each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
Signature: Date
Signature: Date
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.
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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ Angeliki Frangou
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Angeliki Frangou |
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Chief Executive Officer
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Date: November 8, 2010 |
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