UNITED
STATES
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
For the
month of October 2008
Commission
File Number: 001-33869
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Star
Bulk Carriers Corp.
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(Translation
of registrant’s name into English)
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7,
Fragoklisias Street, 2nd
floor, Maroussi 151 25, Athens, Greece
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(Address
of principal executive office)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
[X] Form 40-F
[ ]
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): ___
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: ___
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this report on Form 6-K as Exhibit 1 is the Notice of Annual Meeting and
Proxy Statement of Star Bulk Carriers Corp. (the "Company"). Attached to
this report on Form 6-K as Exhibit 2 is a letter to the Company's shareholders
which supplements the Company's Notice of Annual Meeting and Proxy
Statement.
Exhibit
1
October
21, 2008
TO THE
SHAREHOLDERS OF
STAR BULK
CARRIERS CORP.
Enclosed is a notice of
the 2008 Annual Meeting of Shareholders (the “Meeting”) of Star Bulk Carriers
Corp. (the “Company”) which will be held at 7, Fragoklisias Street, 2nd
floor, Maroussi 151 25, Athens, Greece on November 11, 2008 at
5:00 p.m. local time, and related materials.
At the
Meeting, shareholders of the Company will consider and vote upon the following
proposals:
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1.
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To
elect two Class A Directors to serve until the 2011 Annual Meeting of
Shareholders (“Proposal One”);
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2.
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To
approve the appointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A., Certified Auditors Accountants S.A., as the Company’s independent
auditors for the fiscal year ending December 31, 2008 (“Proposal Two”);
and
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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Adoption
of both Proposal One and Proposal Two requires the affirmative vote of a
majority of the shares of stock represented at the Meeting provided that a
quorum is present. To constitute a quorum, there must be present
either in person or by proxy shareholders of record holding at least a majority
of the shares issued and outstanding. If less than a quorum is
present, a majority of those shares present either in person or by proxy will
have the power to adjourn the meeting until a quorum is present.
You are
cordially invited to attend the Meeting in person. If you attend the
Meeting, you may revoke your proxy and vote your shares in person.
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF
MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS
IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE
VOTED BY MANAGEMENT IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
| Very truly yours, | |
| Prokopios (Akis) Tsirigakis | |
| Chief Executive Officer, President and Director | |
STAR
BULK CARRIERS CORP.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON NOVEMBER 11, 2008
NOTICE IS
HEREBY given that the Annual Meeting of Shareholders of Star Bulk Carriers Corp.
(the “Company”) will be held at 7, Fragoklisias Street, 2nd
floor, Maroussi 151 25, Athens, Greece on November 11, 2008 at 5:00 p.m. local
time, for the following purposes, of which items 1 and 2 are more completely set
forth in the accompanying Proxy Statement:
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1.
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To
elect two Class A Directors to serve until the 2011 Annual Meeting of
Shareholders (“Proposal One”);
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2.
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To
approve the appointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A., Certified Auditors Accountants S.A., as the Company’s independent
auditors for the fiscal year ending December 31, 2008 (“Proposal Two”);
and
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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The board
of directors has fixed the close of business on October 10, 2008 as the record
date for the determination of the shareholders entitled to receive notice and to
vote at the Annual Meeting or any adjournment thereof.
Shareholders
of record holding at least a majority of the shares issued and outstanding and
entitled to vote who attend the meeting in person or by proxy shall be a quorum
for the purposes of the Meeting.
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF
MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS
IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE
VOTED BY MANAGEMENT IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
If you attend the annual
meeting, you may revoke your proxy and vote in person.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| George Syllantavos | |
| Secretary | |
October
21, 2008
Majuro,
Marshall Islands
______________________
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON NOVEMBER 11, 2008
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of the board of directors (the “Board”) of
Star Bulk Carriers Corp., a Marshall Islands corporation (the “Company”), for
use at the Annual Meeting of Shareholders to be held on November 11, 2008 at 7,
Fragoklisias Street, 2nd
floor, Maroussi 151 25, Athens, Greece at 5:00 p.m. local time, or at any
adjournment or postponement thereof (the “Meeting”), for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement and the accompanying form of proxy
are expected to be mailed to shareholders of the Company entitled to vote at the
Meeting on or about October 21, 2008.
VOTING
RIGHTS AND OUTSTANDING SHARES
On
October 10, 2008 (the “Record Date”), the Company had outstanding 54,752,400
shares of common stock, par value $0.01 per share (the “Common
Shares”). Each shareholder of record at the close of business on the
Record Date is entitled to one vote for each Common Share then
held. Shareholders of record holding at least a majority of the
shares issued and outstanding and entitled to vote and who attend the meeting in
person or by proxy shall be a quorum for the purposes of the
Meeting. The Common Shares represented by any proxy in the enclosed
form will be voted in accordance with the instructions given on the proxy if the
proxy is properly executed and is received by the Company prior to the close of
voting at the Meeting or any adjournment or postponement thereof. Any
proxies returned without instructions will be voted FOR the proposals set forth
on the Notice of Annual Meeting of Shareholders.
The
Common Shares are quoted on The NASDAQ Global Market under the symbol
“SBLK.”
REVOCABILITY
OF PROXIES
A
shareholder giving a proxy may revoke it at any time before it is
exercised. A proxy may be revoked by filing with the Secretary of the
Company at the Company’s registered office, Trust Company Complex, Ajeltake
Island, P.O. Box 1405, Majuro, Marshall Islands MH96960, a written notice of
revocation by a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
The
Company has seven directors on its Board, which is divided into three
classes. As provided in the Company’s Amended and Restated Articles
of Incorporation and Amended and Restated Bylaws, after the initial term, 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 his death,
resignation, removal or earlier termination of his term of
office. The term of our Class A directors expires at the
Meeting. Accordingly, the board of directors has nominated Mr. Petros
Pappas, a current Class A director and Mr. Tom Søfteland, a current Class B
director, for election as Class A directors whose term would expire at the
Company’s 2011 Annual Meeting of Shareholders.
The Board
has determined that it advisable and in the best interest of the Company for
purposes of effective corporate governance and efficiency to reduce the size of
the Board. Pursuant to the Company’s Amended and Restated Articles of
Incorporation, the Board shall be divided into three classes which are as nearly
equal in number as the total number of directors constituting the entire Board
permits. The Board has determined that in the event Tom Søfteland is elected as
a Class A director at the 2008 Annual General Meeting, the number of directors
that constitute the entire membership of the Board shall be reduced from seven
(7) to six (6) effective upon Mr. Søfteland’s election at the 2008 Annual
General Meeting as a Class A director. This would reduce the number
of Class B directors from three (3) to two (2) and would cause each class of
directors to be comprised of two (2) directors.
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 nominees. It is expected that such nominees will be able to
serve, but if before the election it develops that any of the
nominees are 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 to the Company’s Board of Directors
Information
concerning the nominees for director of the Company is set forth
below:
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Name
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Age
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Current
Position
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Petros
Pappas
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53
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Chairman
and Class A Director
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Tom
Søfteland
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46
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Class
B Director
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Certain
biographical information about Messrs. Pappas and Søfteland is set forth
below.
Petros
Pappas has served on the Company’s board of directors as its
non-executive Chairman since November 2007. He was a member of the board of
directors of Star Maritime Acquisition Corp. (“Star Maritime”) since its
inception in 2005 until it was succeeded by merger in November 2007 by the
Company. Throughout his career as a principal and manager in the shipping
industry, Mr. Pappas has been involved in over 120 vessel acquisitions and
disposals. In 1989, he founded Oceanbulk Maritime S.A., a dry cargo shipping
company that has operated managed vessels aggregating as much as 1.6 million
deadweight tons of cargo capacity. He also founded the Oceanbulk
Group of affiliated companies, which are involved in the service sectors of the
shipping industry. The Oceanbulk Group is comprised of Oceanbulk Maritime S.A.,
Interchart Shipping Inc., Oceanbulk S&P, Combine Marine Inc., More Maritime
Agencies Inc., and Sentinel Marine Services Inc. Additionally, Mr. Pappas ranked
among the top 25 Greek ship owners (by number of ocean going vessels) as
evaluated by the U.S. Department of Commerce’s 2004 report on the Greek shipping
industry. Mr. Pappas has been a Director of the UK Defense Club, a leading
insurance provider of legal defense services in the shipping industry worldwide,
since January 2002, and is a member of the Union of Greek Shipowners (UGS). Mr.
Pappas received his B.A. in Economics and his MBA from The University of
Michigan, Ann Arbor.
Tom
Søfteland has served on the Company’s board of directors as an
independent director since November 2007. He was a member of Star Maritime’s
board of directors since its inception in 2005 until it was succeeded by merger
in November 2007 by the Company. Since October 1996, Mr. Søfteland has been
the Chief Executive Officer of Capital Partners A.S. of Bergen, Norway, a
financial services firm that he founded and which specializes in shipping and
asset finance. From 1990 to October 1996, he held various positions at
Industry & Skips Banken, ASA, a bank specializing in shipping, most
recently as its Deputy Chief Executive Officer. Mr. Søfteland received his
B.Sc. in Economics from the Norwegian School of Business and Administration
(NHH).
Required
Vote. Adoption of Proposal One requires the affirmative vote
of a majority of the shares of stock represented at the
Meeting.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY
MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY
VOTE IS SPECIFIED.
PROPOSAL
TWO
APPROVAL
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
The board of directors is
submitting for approval at the Meeting the selection of Deloitte Hadjipavlou
Sofianos & Cambanis S.A., Certified Auditors Accountants S.A., as the
Company’s independent auditors for the fiscal year ending December 31,
2008.
Deloitte Hadjipavlou
Sofianos & Cambanis S.A., has advised the Company that the firm does not
have any direct or indirect financial interest in the Company, nor has such firm
had any such interest in connection with the Company during the past three
fiscal years other than in its capacity as the Company’s independent
auditors.
All
services rendered by the independent auditors are subject to review by the Audit
Committee.
Required
Vote. Adoption of Proposal Two requires the affirmative vote
of a majority of the shares of stock represented at the
Meeting.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT
OF DELOITTE
HADJIPAVLOU SOFIANOS & CAMBANIS S.A.,
CERTIFIED AUDITORS ACCOUNTANTS S.A.,
AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2008. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY
MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS
SPECIFIED.
SOLICITATION
The cost of preparing and
soliciting proxies will be borne by the Company. Solicitation will be
made primarily by mail, but shareholders may be solicited by telephone, e-mail,
or personal contact.
EFFECT
OF ABSTENTIONS
Abstentions will not be
counted in determining whether Proposal One or Proposal Two has been
approved.
OTHER
MATTERS
No other
matters are expected to be presented for action at the
Meeting. Should any additional matter come before the Meeting, it is
intended that proxies in the accompanying form will be voted in accordance with
the judgment of the person or persons named in the proxy.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| George Syllantavos | |
| Secretary | |
October
21, 2008
Majuro,
Marshall Islands
Exhibit
2
| October 21, 2008 |
| TO THE SHAREHOLDERS OF | |
|
STAR
BULK CARRIERS CORP.
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PROXY STATEMENT
SUPPLEMENT
By letter
dated October 20, 2008, Mr. Nobu Su, one of our Class A directors, resigned from
his position as a member of our board of directors (the “Board”), effective
immediately. In his resignation letter, Mr. Su indicated that he
resigned to devote more time to his other business interests.
As a
result of the resignation of Mr. Su, the Company’s Board is comprised of seven
(7) members with one (1) vacancy, which is divided into three (3)
classes. The Board has determined not to fill the vacancy created by
Mr. Su’s resignation from the Board prior to the 2008 Annual General Meeting and
to address the size of its membership and the election of its Class A director
nominees as previously contemplated in the enclosed Proxy Statement and other
related materials.
| Very truly yours, | |
| Prokopios (Akis) Tsirigakis | |
| Chief Executive Officer, President | |
| and Director |
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.
| Star Bulk Carriers Corp. | |
| Dated: October 21, 2008 | By: /s/ Prokopios Tsirigakis |
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Name: Prokopios
Tsirigakis
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| Title: Chief Executive Officer and President |
SK 25767
0001 929695