UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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
Filed
by the
Registrant
x
Filed
by a Party other than the Registrant o
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§240.14a-12
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STAR
MARITIME ACQUISITION CORP.
(Name
of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(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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(3) |
Per
unit price or other underlying value of transaction computed pursuant
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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(4) |
Proposed
maximum aggregate value of
transaction:
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Fee
previously paid 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.
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(1) |
Amount
Previously Paid:
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(2) |
Form,
Schedule or Registration Statement
No.:
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STAR
MARITIME ACQUISITION CORP.
103
Foulk Road
Wilmington,
Delaware 19803
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
to
be held on February 26, 2007
TO
THE STOCKHOLDERS OF STAR MARITIME ACQUISITION CORP.:
The
Annual Meeting of the Stockholders of Star Maritime Acquisition Corp., a
Delaware corporation (the “Company”,
“Star”,
“we”,
“us”
or
“our”),
will
be held on February 26, 2007, at 5:00
p.m.
(Athens Time)., at Star Maritime Acquisition Corp., Aethrion Center, 40 Agiou
Konstantinou Avenue, 2nd Floor, Suite B34-B38, 15124 Maroussi, Athens, Greece
,
for the following purposes:
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1.
|
to
elect, subject to the provisions of our Certificate of Incorporation,
one
Class A director to serve for a three-year term until his respective
successor has been duly elected and
qualified;
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2.
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To
ratify the appointment of Goldstein Golub Kessler LLP, as the Company’s
independent public accountants; and
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3.
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To
transact any other business as may properly be presented at the Annual
Meeting or any adjournment or postponement
thereof.
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Stockholders
of record of the Company’s common stock at the close of business on December 29,
2006 are entitled to notice of, and to vote at, the Annual Meeting or any
adjournment or postponement thereof.
Your
attention is directed to the Proxy Statement accompanying this Notice for a
more
complete statement of matters to be considered at the Annual
Meeting.
All
stockholders are cordially invited to attend the Annual Meeting. Whether or
not
you expect to attend, you are respectfully requested by the Board of Directors
to sign, date and return the enclosed proxy promptly. Stockholders who execute
proxies retain the right to revoke them at any time prior to the voting thereof.
A return envelope is enclosed for your convenience.
YOUR
VOTE
IS IMPORANT. WE REQUEST THAT YOU CAREFULLY READ THE PROXY STATEMENT. PLEASE
SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
By
Order
of the Board of Directors,
/s/
Prokopios (Akis) Tsirigakis
Prokopios
(Akis) Tsirigakis
Chairman
of the Board, Chief Executive Officer and President
Dated:
January
16,
2007
STAR
MARITIME ACQUISITION CORP.
103
Foulk Road
Wilmington,
Delaware 19803
PROXY
STATEMENT
for
Annual
Meeting of Stockholders
to
be held on February 26, 2007
INTRODUCTION
Your
proxy is solicited by the Board of Directors of Star Maritime Acquisition Corp.,
a Delaware corporation (the “Company”,
“Star”,
“we”,
“us”
or
“our”),
for
use at the Annual Meeting of Stockholders to be held on February 26, 2007,
at
5:00 p.m. (Athens Time)., at Star Maritime Acquisition Corp., Aethrion Center,
40 Agiou Konstantinou Avenue, 2nd Floor, Suite B34-B38, 15124 Maroussi, Athens,
Greece, for the following purposes:
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1.
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to
elect, subject to the provisions of our Certificate of Incorporation,
one
Class A director to serve for a three-year term until his respective
successor has been duly elected and
qualified;
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2.
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To
ratify the appointment of Goldstein Golub Kessler LLP as the Company’s
independent public accountants; and
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3.
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To
transact any other business as may properly be presented at the Annual
Meeting or any adjournment or postponement
thereof.
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The
Board
of Directors has set December 29, 2006, as the record date (the “Record
Date”)
to
determine those holders of common stock, par value $0.0001 per share, of the
Company (“Common
Stock”)
who
are entitled to notice of, and to vote at, the Annual Meeting. A list of the
stockholders entitled to vote at the Annual Meeting may be examined at the
Company’s executive office during the 10-day period preceding the meeting.
The
Company expects that the Notice of Annual Meeting, Proxy Statement and form
of
proxy will first be mailed to stockholders on or about January 26,
2007.
GENERAL
INFORMATION ABOUT VOTING
Who
can vote?
You
can
vote your shares of Common Stock if our records show that you owned the shares
on the Record Date. As of the close of business on the Record Date, a total
of 29,026,924
shares of Common Stock are entitled to vote at the Annual Meeting. Each share
of
Common Stock is entitled to one vote on matters presented at the Annual Meeting.
How
do I vote by proxy?
Follow
the instructions on the enclosed proxy card to vote on each proposal to be
considered at the Annual Meeting. Sign and date the proxy card and mail it
back
to us in the enclosed envelope.
The
enclosed proxy, when properly signed and returned to the Company, will be voted
by the proxy holders at the Annual Meeting as directed by the proxy. Proxies
which are signed by stockholders but which lack any such specification will
be
voted in favor of the proposals set forth in the Notice of Annual
Meeting.
What
if other matters come up at the Annual Meeting?
The
matters described in this proxy statement are the only matters we know of that
will be voted on at the Annual Meeting. If other matters are properly presented
at the Annual Meeting, the proxy holders will vote your shares as they see
fit.
Can
I change my vote after I return my proxy card?
Yes.
You
may revoke your proxy card at any time before its exercise at the Annual Meeting
by (1) giving our Secretary a written notice revoking your proxy card, (2)
sending to our Secretary a duly executed proxy bearing a later date, or (3)
attending the Annual Meeting and electing to vote in person.
Can
I vote in person at the Annual Meeting rather than by completing the proxy
card?
Although
we encourage you to complete and return the proxy card to ensure that your
vote
is counted, you can attend the Annual Meeting and vote your shares in
person.
How
are votes counted?
We
will
hold the Annual Meeting if holders of a majority of the issued and outstanding
shares of Common Stock entitled to vote in person or by proxy either sign and
return their proxy cards or attend the Annual Meeting. If you sign and return
your proxy card, your shares will be counted to determine whether we have a
quorum even if you abstain or fail to vote on any of the proposals listed on
the
proxy card. The election of directors under Proposal 1 will be by the plurality
of the votes cast at the Annual Meeting. Proposal 2 shall be approved upon
the
vote of a majority of shares present in person or represented by proxy at the
Annual Meeting.
Brokers
holding shares of Common Stock in street name who do not receive instructions
from the beneficial owners of those shares are entitled to vote on “routine”
proposals, such as the election of directors and the ratification of the
Company’s independent auditors.
Who
pays for this proxy solicitation?
We
do. In
addition to sending you these materials, some of our employees may contact
you
by telephone, by mail, by fax, by email, or in person. None of these employees
will receive any extra compensation for doing this.
Why
is
Star seeking stockholder approval for these proposals?
Proposal
No. 1:
The
General Corporation Law of Delaware and The American Stock Exchange require
corporations to hold elections for directors each year.
Proposal
No. 2:
The
Company appointed Goldstein Golub Kessler LLP to serve as the Company’s
independent public accountants for the 2006 fiscal year. The Company elects
to
have its stockholders ratify such appointment.
OUTSTANDING
SHARES AND VOTING RIGHTS
Stockholders
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
or
postponement thereof, are stockholders of record at the close of business on
the
Record Date. Persons who are not stockholders of record on the Record Date
will
not be allowed to vote at the Annual Meeting. At the close of business on the
Record Date there were 29,026,924
shares of Common Stock issued and outstanding. We have issued no other voting
securities as of the Record Date. Each share of Common Stock is entitled to
one
(1) vote on each matter to be voted upon at the Annual Meeting.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Only
one
annual report and this proxy statement will be delivered to multiple
stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. Upon written or oral request the Company
will deliver a separate copy of the annual report and this proxy statement
to a
stockholder at a shared address to which a single copy of the annual report
and
proxy statement was delivered. If you wish to receive a separate copy of the
annual report or this proxy statement, please notify the Company by calling
or
sending a letter to the Secretary of the Company, at the Company’s Delaware
office located at 103 Foulk Road, Wilmington, Delaware 19803. The Company’s
telephone number at the Delaware location is (302)-656-1950.
SECURITY
OWNERSHIP OF MANAGEMENT
AND
CERTAIN BENEFICIAL OWNERS
The
following table sets forth as of January 16, 2007 the number of shares of our
Common Stock beneficially owned by (i) each person who is known by us to be
the
beneficial owner of more than five percent of the Company’s Common Stock; (ii)
each director and nominee for election to the Board of Directors; (iii) each
of
the named executive officers in the Summary Compensation Table; and (iv) all
directors and executive officers as a group. Unless otherwise indicated, the
stockholders listed in the table have sole voting and investment power with
respect to the shares indicated.
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Name
and Address (1)
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Title
of Class
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Amount
and
Nature
of Beneficial
Ownership
(2)(3)
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Percent
of Class
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Prokopios
(Akis) Tsirigakis
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Common
Stock
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4,007,392
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12.60
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%
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George
Syllantavos
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Common
Stock
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1,486,539
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4.66
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%
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Christo
Anagnostou
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Common
Stock
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116,108
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*
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Niko
Nikiforos
|
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Common
Stock
|
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116,108
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*
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Petros
Pappas
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Common
Stock
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3,947,873
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11.53
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%
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Koert
Erhardt
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Common
Stock
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340,269
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*
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Tom
Søfteland
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Common
Stock
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145,135
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*
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All
executive officers and directors’ ownership of Common Stock as a group (8
persons)
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10,159,424
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35.00
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%
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| * |
Indicates
less than one percent.
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| (1) |
Unless
otherwise indicated, the business address of each of the individuals
is
103
Foulk Road, Wilmington, Delaware 19803.
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| (2) |
Our
officers and directors have agreed to surrender to us for cancellation
up
to an aggregate of 200,000 shares in the event, and to the extent,
stockholders exercise their right to redeem their shares for cash
upon a
business combination. The share amounts do not reflect any surrender
of
shares.
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| (3) |
Does
not include shares of common stock issuable upon exercise of warrants
that
are not exercisable in the next 60
days.
|
PROPOSAL
1
ELECTION
OF DIRECTORS
Our
board
of directors is a classified board with each class of directors being elected
each year for a term of three years. The persons named in the accompanying
proxy
will vote for the election of the following person as a Class A director, who
is
presently a member of the Board of Directors, to hold office for a three year
term or until his respective successor has been elected and qualified. Unless
specified to be voted otherwise, each proxy will be voted for the nominee named
below. The nominee for Class A director has consented to serve as a director
if
elected.
|
Name
|
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Age
|
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Title
|
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Director
Since
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Petros
Pappas
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53
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Director
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Since
inception
|
INFORMATION
ABOUT THE NOMINEE FOR CLASS A DIRECTOR
Petros
Pappas
has been
a member of the board of directors since inception. 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 Shipping and
Trading S.A., Interchart Shipping Inc., Oceanbulk Shipping and Trading S.A.,
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.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth certain information with respect to each director
and
executive officer as of January 16, 2007:
|
Name
|
|
Age
|
|
Title
|
|
Director
Since
|
|
Prokopios
(Akis) Tsirigakis
|
|
51
|
|
Chairman
of the Board, Chief Executive Officer and President
|
|
Since
inception
|
|
George
Syllantavos
|
|
42
|
|
Chief
Financial Officer, Secretary and Director
|
|
Since
inception
|
|
Christo
Anagnostou
|
|
58
|
|
Vice
President of Operations
|
|
Since
inception
|
|
Niko
Nikiforos
|
|
42
|
|
Vice
President of Business Development
|
|
Since
inception
|
|
Koert
Erhardt
|
|
50
|
|
Director
|
|
Since
inception
|
|
Tom
Søfteland
|
|
46
|
|
Director
|
|
Since
inception
|
Executive
officers of the Company are appointed at the discretion of the Board of
Directors with no fixed term. There are no family relationships between or
among
any of the executive officers or directors of the Company.
BUSINESS
EXPERIENCE
Prokopios
(Akis) Tsirigakis
has been
our Chairman of the Board, Chief Executive Officer and President since
inception. Mr. Tsirigakis is experienced in ship management, ship ownership
and
overseeing new shipbuilding projects. Since November 2003, he has been the
Joint
Managing Director of Oceanbulk Maritime S.A., a dry cargo
shipping
company that has operated and managed as much as 1.6 million tons of deadweight
vessels and which is part of the Oceanbulk Group of affiliated companies
involved in the service sectors of the shipping industry. Since November 1998,
Mr. Tsirigakis has been the Managing Director of Combine Marine Inc., a company
which he founded that provides ship management services to third parties and
which is part of the Oceanbulk Group. From 1991 to 1998, Mr. Tsirigakis was
the
Vice-President and Technical Director of Konkar Shipping Agencies S.A. of
Athens, after having served as Konkar’s Technical Director from 1984 to 1991,
which at the time managed 16 dry bulk carriers, multi-purpose vessels and
tanker/combination carriers. From 1982 to 1984, Mr. Tsirigakis was the Technical
Manager of Konkar’s affiliate, Arkon Shipping Agencies Inc. of New York, a part
of the Archirodon Construction Group. He is a member of the Technical Committee
(CASTEC) of Intercargo, the International Association of Dry Cargo Shipowners,
and of the Technical Committees of Classification Societies. Mr. Tsirigakis
received his Masters and B.Sc. in Naval Architecture from The University of
Michigan, Ann Arbor and has three years of seagoing experience. Since its
initial public offering in February 2005, Mr. Tsirigakis has served on the
board
of directors of Dryships Inc., a company listed on the NASDAQ National Market
(NNM: DRYS) which provides international seaborne transportation services
carrying various dry-bulk cargoes.
George
Syllantavos has
been
our Chief Financial Officer and a member of our board of directors since
inception and our Secretary since December 2005. Since May 1999, he has been
President and General Manager of Vortex Ltd., an aviation consulting firm
specializing in strategic and fleet planning. From January 1998 to April 1999,
he served as a financial advisor to Hellenic Telecommunications Organization
S.A., where, on behalf of the Chief Executive Officer, he coordinated and led
the company’s listing on the New York Stock Exchange (NYSE:OTE) and where he had
responsibilities for the strategic planning and implementation of multiple
acquisitions of fixed-line telecommunications companies, including RomTelecom.
Mr. Syllantavos served as a financial and strategic advisor to both the Greek
Ministry of Industry & Energy (from June 1995 to May 1996) and the Greek
Ministry of Health (from May 1996 to January 1998), where, in 1997 and 1998,
he
helped structure the equivalent of a US$700 million bond issuance for the
payment of outstanding debts to supplier of the Greek National Health System.
From 1998 to 2004, he served as a member of the Investment Committee of Rand
Brothers & Co., a small U.S. merchant banking firm, where he reviewed and
analyzed more than 35 acquisition targets of small or medium sized
privately-held manufacturing firms in the U.S. and internationally, of which
he
negotiated, structured and directed the acquisition of three such firms with
transactions ranging in size from $7 million to $11 million. Mr. Syllantavos
has
a B.Sc. in Industrial Engineering from Roosevelt University and an MBA in
Operations Management, International Finance and Transportation Management
from
Northwestern University (Kellogg).
Christo
Anagnostou has
been
our Vice President of Operations since inception. Since May 2005, he has been
the General Manager of Combine Marine Inc., and since November 1999, he has
been
the General and Marine Operations Manager of Oceanbulk Maritime S.A., each
of
which is part of the Oceanbulk Group. In his capacities at Combine Marine Inc.
and Oceanbulk Maritime S.A., he has been responsible for vessel acquisition
and
disposition transactions and the daily operational management of up to 32
vessels. From 1992 to October 1999, he served as the Operations Manager for
Cardiff Marine Inc., a shipping management company which at the time had a
fleet
of over 35 oceangoing dry-bulk, tanker, reefer and container vessels., From
1981
to 1991, Mr. Anagnostou was the Operations Manager for Hydroussa Shipping Co,
Ltd., and from 1974 to 1977, he was a Ship Operator for N.J. Goulandris (London)
Ltd., both of which are ship management companies based in London, England.
He
is a Supporting Member of the London Maritime Arbitrators Association. Mr.
Anagnostou received his B.Sc. in Economics from Athens Graduate University
of
Economics and Business Science and did his post graduate studies in Shipping
Management at the London School of Foreign Trade, Morley College - London.
Niko
Nikiforos
has been
our Vice President of Business Development since inception. Since September
1997, he has been the Managing Director of Oceanbulk Shipping and Trading S.A.,
which provides ocean transportation solutions for international commodity
companies and which, since December 2002, operates a regular liner service
between the United States and South America. Since 1997, he has also been the
Managing Director of Interchart Shipping Inc., which specializes in chartering
dry cargo ships and serves as the exclusive chartering broker for the Oceanbulk
Group. Since 1997, he has been the Commercial Director of Oceanbulk Maritime
S.A. From 1995 to 1997, he served as a Shipbroker for Link Maritime Enterprises
S.A., a ship brokering company. Mr. Nikiforos received his Diploma in Shipping
from the London School of Foreign Trade.
Koert
Erhardt
has been
a member of the board of directors since inception. From September 2004 to
December 2004, he served as the Chief Executive Officer and a member of the
board of directors of CC Maritime S.A.M., an affiliate of the Coeclerici Group,
an international conglomerate whose businesses include shipping and transoceanic
transportation of dry bulk materials. From 1998 to September 2004, he served
as
General Manager of Coeclerici Armatori S.p.A. and Coeclerici Logistics S.p.A.,
affiliates of the Coeclerici Group, where he created a shipping pool that
commercially managed over 130 vessels with a carrying volume of 72 million
tons
and developed the use of Freight Forward Agreement trading as a hedging
mechanism to the pool’s exposure and positions. From 1994 to 1998, he served as
the General Manager of Bulkitalia, a prominent shipping concern which at the
time owned and operated over 40 vessels. From 1990 to 1994, Mr. Erhardt served
in various positions with Bulk Italia. From 1988 to 1990, he was the Managing
Director and Chief Operating Officer of Nedlloyd Dry Bulk, the dry bulk arm
of
the Nedlloyd Group, an international conglomerate whose interests include
container ship liner services, tankers, oil drilling rigs, pipe laying vessels
and ship brokering.. Mr. Erhardt received his Diploma in Maritime Economics
and
Logistics from Hogere Havenen Vervoersschool (now Erasmus University),
Rotterdam, and received his MBA International Executive Program at INSEAD,
Fontainebleau, France. Mr. Erhardt has also studied at the London School of
Foreign Trade.
Tom
Søfteland
has been
a member of the board of directors since inception. Since October 1996, he
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).
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On
December 15, 2005, we issued an aggregate of 1,132,500 units, including shares
of common stock and warrants to purchase common stock in a private placement
to
the individuals set forth below for $11,325,000 in cash, at a purchase price
of
$10.00 per share, as follows:
|
Name
|
|
Number
of Units
|
|
Relationship
to Us
|
|
Prokopios
(Akis) Tsirigakis
|
|
350,000
|
|
Chairman
of the Board, Chief Executive Officer and President
|
|
George
Syllantavos
|
|
132,500
|
|
Chief
Financial Officer and Director
|
|
Petros
Pappas
|
|
600,000
|
|
Director
|
|
Koert
Erhardt
|
|
50,000
|
|
Director
|
We
have
granted the holders of such units demand and “piggy-back” registration rights
with respect to the 1,132,500 shares, the 1,132,500 warrants and the 1,132,500
shares underlying the warrants at any time commencing on the date we announce
that we have entered into a letter of intent with respect to a proposed a
business combination. The demand registration may be exercised by the holders
of
a majority of such units. We will bear the expenses incurred in connection
with
the filing of any such registration statements.
Mr.
Tsirigakis advanced a total of $590,000 at an interest rate of 4% per annum
to
us on May 17, May 26 and December 15, 2005 to cover expenses related to our
initial public offering of units on December 21, 2005 (the “IPO”). We repaid
these loans with interest upon completion of the IPO.
We
will
reimburse our officers and directors for any reasonable out-of-pocket business
expenses incurred by them in connection with certain activities on our behalf
such as identifying and investigating possible target businesses and business
combinations. There is no limit on the amount of accountable out-of-pocket
expenses reimbursable by us, which will be reviewed only by our board or a
court
of competent jurisdiction if such reimbursement is challenged.
All
ongoing and future transactions between us and any of our officers and directors
or their respective affiliates, including loans by our officers and directors,
will be on terms believed by us to be no less favorable than are available
from
unaffiliated third parties and such transactions or loans, including any
forgiveness of loans, will require prior approval in each instance by a majority
of our uninterested “independent” directors (to the extent we have any) or the
members of our board who do not have an interest in the transaction, in either
case, who had access, at our expense, to our attorneys or independent legal
counsel.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act requires our directors, executive officers
and persons who own more than 10% of our common stock to file reports of
ownership and changes in ownership of our common stock with the Securities
and
Exchange Commission. Directors, executive officers and persons who own more
than
10% of our common stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they file. To
our
knowledge, based solely upon review of the copies of such reports received
or
written representations from the reporting persons, we believe that during
the
year ended December 31, 2005, our directors, executive officers and persons
who
own more than 10% of our common stock complied with all Section 16(a) filing
requirements.
MEETINGS
OF THE BOARD OF DIRECTORS
The
Board
of Directors held ten meetings during 2005. No
director attended less than 75% of the meetings of any committee of which the
director was a member. We do not have a policy with regard to Board members’
attendance at annual meetings of stockholders. Prior to our IPO, we did not
hold
any stockholder meetings.
BOARD
COMMITTEES
The
Board
of Directors has a Nominating Committee and an Audit Committee. The Board of
Directors has not established a Compensation Committee. In accordance with
The
American Stock Exchange procedures, a majority of the independent directors
of
the Board will determine the compensation of the Chief Executive Officer.
NOMINATING
COMMITTEE
The
Nominating Committee was established on October 25, 2005. The purpose of the
Nominating Committee is to assist the Board of Directors in identifying
qualified individuals to become board members, in determining the composition
of
the Board of Directors and in monitoring the process to assess Board
effectiveness. Prior to the Company’s IPO, the Company did not hold any
stockholder meetings at which a proposal to elect directors was presented.
Therefore, the Nominating Committee did not hold any meetings during
2005.
The
Nominating Committee consists of two directors, each of whom meets the
independence requirements and standards currently established by the American
Stock Exchange. The members of the Nominating Committee are Koert Erhardt and
Tom Søfteland. Each
of
the above-listed nominating committee members are considered “independent”
under
Section 121(A) (as currently applicable to the Company) of the listing standards
of The American Stock Exchange, as determined by the Board of
Directors.
The
Nominating Committee operates under a written charter, a copy of which is
attached hereto as Appendix
A.
A copy
of the charter is not available to stockholders on the Company’s website. The
Nominating Committee may retain search firms to assist in identifying suitable
director candidates.
The
Nominating Committee will consider director candidates recommended by security
holders. Potential nominees to the Board of Directors are required to have
such
experience in business or financial matters as would make such nominee an asset
to the Board of Directors and may, under certain circumstances, be required
to
be "independent", as such term is defined in the American Stock Exchange Rules
and applicable SEC regulations. Security holders wishing to submit the name
of a
person as a potential nominee to the Board of Directors must
send
the
name,
address, and a brief (no more than 500 words) biographical description of such
potential nominee to the Nominating Committee at the following address:
Nominating Committee of the Board of Directors, 103 Foulk Road, Wilmington,
Delaware 19803. Potential director nominees will be evaluated by personal
interview, such interview to be conducted by one or more members of the
Nominating Committee, and/or any other method the Nominating Committee deems
appropriate, which may, but need not, includes a questionnaire. The Nominating
Committee may solicit or receive information concerning potential nominees
from
any source it deems appropriate. The Nominating Committee need not engage in
an
evaluation process unless (i) there is a vacancy on the Board of Directors,
(ii)
a director is not standing for re-election, or (iii) the Nominating Committee
does not intend to recommend the nomination of a sitting director for
re-election. A potential director nominee recommended by a security holder
will
not be evaluated any differently than any other potential nominee.
AUDIT
COMMITTEE
The
Board
of Directors adopted a written charter for the Audit Committee, a copy of which
is attached hereto as
Appendix B.
The
Audit Committee’s charter states that the responsibilities of the Audit
Committee shall include:
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·
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reviewing
the Company’s charter, annual report to stockholders and reports submitted
to the SEC;
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·
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naming
the Company’s independent auditors, confirming and reviewing their
independence, and approving their
fees;
|
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·
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reviewing
the independent auditors’
performance;
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·
|
considering
the independent auditors’ judgments about the Company’s accounting
principals;
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·
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considering
and approving major changes to the Company’s auditing and accounting
principals;
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·
|
establishing
reporting systems to the committee by management and the independent
auditors regarding management’s significant judgments in preparing
financial statements;
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·
|
following
an audit, reviewing significant difficulties encountered during the
audit;
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·
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reviewing
significant disagreements among management and the independent auditors
in
the preparation of the Company’s financial
statements;
|
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·
|
reviewing
the extent to which improvements in financial or accounting practices
approved by the committee have been implemented;
and
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·
|
review
with counsel any legal matters that could have a significant impact
on the
Company’s financial statements.
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The
Audit
Committee did not meet during 2005, but met one time in 2006 in connection
with
the filing of the Company’s Annual Report on Form 10-K for the fiscal period
ended December 31, 2005.
The
members of the audit committee are Petros Pappas, Koert Erhardt and Tom
Søfteland and each are considered “independent”
under
Section 121(B) (as currently applicable to the Company) of the listing standards
of The American Stock Exchange, as determined by the Board of Directors.
The
Board
of Directors has determined that we have at least one audit committee financial
expert, as defined in the Exchange Act, serving on our audit committee. Mr.
Tom
Søfteland is the “audit
committee financial expert”
and
is
an independent member of the Board of Directors.
REPORT
OF THE AUDIT COMMITTEE (1)
The
role
of the Audit Committee is to assist the Board of Directors in its oversight
of
the Company’s financial reporting process. The Board of Directors, in its
business judgment, has determined that all members of the committee are
"independent" as required by applicable listing standards of the American Stock
Exchange. The Committee operates pursuant to a Charter that was approved by
the
Board. As set forth in the Charter, management of the Company is responsible
for
the preparation, presentation and integrity of the Company's financial
statements, accounting and financial reporting principles 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 Company's financial statements and expressing an opinion as to
their conformity with generally accepted accounting principles.
In
the
performance of this oversight function, the Committee has reviewed and discussed
the audited financial statements with management and the independent auditors.
The Committee has discussed with the independent auditors the matters required
to be discussed by Statement of Auditing Standards No. 61, Communication with
Audit Committee, as currently in effect. Finally, the Committee has received
written disclosures and the letter from the independent auditors required by
Independence Standard Board Standard No. 1, Independence Discussions with Audit
Committees, as currently in effect, and 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, are not experts in the fields of accounting or auditing,
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 oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal control and procedures designed
to
assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's consideration 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 accounting principles
or
that the Company's auditors are in fact "independent".
Based
upon the reports, review and discussions described in this report, 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, 2005, as filed with the Securities and
Exchange Commission.
THE
AUDIT COMMITTEE
Petros
Pappas
Koert
Erhardt
Tom
Søfteland
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(1)
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The
material in the Audit Committee report is not soliciting material,
is not
deemed filed with the SEC and is not incorporated by reference in
any
filing of the Company under the Securities Act of 1933, or the Securities
Exchange Act of 1934, whether made before or after the date of this
proxy
statement and irrespective of any general incorporation language
in such
filing.
|
PROCESS
FOR SENDING COMMUNICATIONS TO THE BOARD OF DIRECTORS.
The
Board
of Directors maintains a process for stockholders to communicate with the Board.
Stockholders wishing to communicate with the Board or any individual director
must mail a communication addressed to the Secretary of the Company, 103 Foulk
Road, Wilmington, Delaware 19803. Any such communication must state the number
of shares of Common Stock beneficially owned by the stockholder making the
communication. All of such communications will be forwarded to the full Board
of
Directors or to any individual director or directors to whom communication
is
directed unless the communication is clearly of a marketing nature or is
inappropriate, in which case we have the authority to discard the communication
or taking appropriate legal action regarding the communication.
CODE
OF ETHICS
We
adopted a code of ethics that applies to our Chief Executive Officer and Chief
Financial Officer, and other persons who perform similar functions. A written
copy of the Code will be provided upon request at no charge by writing to our
Chief Financial Officer, 103 Foulk Road, Wilmington, Delaware 19803. Our Code
of
Ethics is intended to be a codification of the business and ethical principles
which guide us, and to deter wrongdoing, to promote honest and ethical conduct,
to avoid conflicts of interest, and to foster full, fair, accurate, timely
and
understandable disclosures, compliance with applicable governmental laws, rules
and regulations, the prompt internal reporting of violations and accountability
for adherence to this
Code.
Our Code of Ethics was filed with our Registration Statement on Form S-1/A
(File
No. 333-125662) filed with the Securities and Exchange Commission on November
23, 2005.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
No
executive officer has received any cash compensation for services rendered
and
no compensation of any kind, including finder’s and consulting fees, will be
paid to any of our officers and directors, or any of their respective
affiliates, for services rendered prior to or in connection with a business
combination. However, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
business combinations. Such individuals may be paid consulting, management
or
other fees from target businesses as a result of the business combination,
with
any and all amounts being fully disclosed to stockholders, to the extent then
known, in the proxy solicitation materials furnished to the stockholders. There
is no limit on the amount of these out-of-pocket expenses and there will be
no
review of the reasonableness of the expenses by anyone other than our board
of
directors, which includes persons who may seek reimbursement, or a court of
competent jurisdiction if such reimbursement is challenged.
Options
Granted During 2006.
The
Company does not have an incentive plan for the grant of options or other
awards. The Board of Directors does not intend to adopt an incentive plan until
such time that the Company obtains stockholder approval of a business
combination.
Aggregate
Option Exercises In Last Fiscal Year
and Fiscal Year-End Values
The
Company does not have an incentive plan for the grant of options or other
awards. The Board of Directors does not intend to adopt an incentive plan until
such time that the Company obtains stockholder approval of a business
combination.
Directors’
Compensation
We
will
reimburse our directors for any reasonable out-of-pocket business expenses
incurred by them in connection with certain activities on our behalf such as
identifying and investigating possible target businesses and business
combinations. There is no limit on the amount of out-of-pocket expenses
reimbursable by us, which will be reviewed only by our board, which includes
persons who may seek reimbursement, or a court of competent jurisdiction if
such
reimbursement is challenged. Because
directors seeking reimbursement may not be deemed “independent” we may not have
the benefit of independent directors examining the propriety of expenses
incurred on our behalf and subject to reimbursement. Although we believe that
all actions taken by our directors on our behalf will be in our best interests,
we cannot assure you that this will be the case. Other
than reimbursable out-of-pocket expenses payable to our directors, no
compensation or fees of any kind, including finders and consulting fees, will
be
paid to any of our directors, or to any of their respective affiliates for
services rendered to us prior to or with respect to the business combination.
Employment
Contracts
There
are
no employment contracts between any of the officers and the Company.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The
Board
of Directors has not established a Compensation Committee. In accordance with
the rules of The American Stock Exchange, a majority of the independent
directors of the Board will determine the compensation of the Chief Executive
Officer. Messrs. Erhardt, Søfteland and Pappas are the independent directors of
the Board. Neither of them was, or has been, an officer or employee of the
Company or any of our subsidiaries, or has a relationship that would constitute
an interlocking relationship with executive officers or directors of the Company
or another entity.
REPORT
OF THE COMPENSATION COMMITTEE
The
Board
of Directors has not established a Compensation Committee. In accordance with
the rules of The American Stock Exchange, a majority of the independent
directors of the Board will determine the compensation of the Chief Executive
Officer. As a blank check company formed for the sole purpose of acquiring,
through a merger, capital stock exchange, asset acquisition or other similar
business combination, one or more businesses in the shipping industry, none
of
our officers receive or will receive compensation for services rendered to
us
prior to a business combination, except for reimbursement for out of pocket
expenses incurred by the officers in connection with activities on our behalf,
such as identifying potential target businesses and performing due diligence
on
suitable business combination. It is contemplated that when we consummate a
business combination, the compensation of our officers will be determined by
a
Compensation Committee. Such Compensation Committee will be established and
be
comprised of independent directors as such term is defined by the rules of
the
American Stock Exchange, or such other exchange act as our securities may in
the
future be listed. Accordingly, there have been no meetings of the independent
board members to discuss the compensation of the Chief Executive Officer, and
nothing to report at this time.
STOCK
PRICE PERFORMANCE PRESENTATION
Currently,
we have no business operations. We were formed as a blank check company for
the
sole purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more businesses in
the
shipping industry. Our current Standard Industrial Classification Code (SIC
Code) is 6770 for a blank check company, and will remain as such until we
complete a business combination. At such time that a business combination is
consummated our SIC Code will change to reflect the industry in which we do
business. Therefore, at this time we are unable to present stockholder return
information since we do not currently have operations within an industry that
can be compared to a peer group index by SIC Code or to the Amex
Market Index.
REQUIRED
VOTE
Election
of the Class A director requires a plurality of the votes cast at the Annual
Meeting, provided a quorum exists.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE ELECTION OF
THE
NOMINEE FOR CLASS A DIRECTOR SET FORTH HEREIN.
PROPOSAL
2
RATIFICATION
OF THE APPOINTMENT OF THE
INDEPENDENT
PUBLIC ACCOUNTANTS
The
firm
of Goldstein Golub Kessler LLP has served as our independent public accountants
since May 2005, and the Board of Directors has appointed Goldstein Golub Kessler
LLP as our independent public accountants for the 2006 fiscal year. A
representative from Goldstein Golub Kessler LLP is
not
expected to be present at the Annual Meeting.
Audit
Fees
The
aggregate fees billed by Goldstein Golub Kessler LLP for professional services
rendered for the audit of our annual financial statements for the fiscal year
ended December 31, 2005 and for services performed in connection with the
Company's registration statement on Form S-1 filed in 2005, were approximately
$59,238.
Audit-Related
Fees
Other
than the fees described under the caption "Audit Fees" above, Goldstein Golub
Kessler LLP did not bill any fees for services rendered to us during fiscal
year
2005 for assurance and related services in connection with the audit or review
of our financial statements.
Tax
Fees
There
were no fees billed by Goldstein Golub Kessler LLP for professional services
rendered during the fiscal year ended December 31, 2005 for tax compliance,
tax
advice, and tax planning.
All
Other Fees
There
were no fees billed by Goldstein Golub Kessler LLP for other professional
services rendered during the fiscal year ended December 31, 2005.
The
Audit
Committee reviewed and approved all audit and non-audit services provided by
Goldstein Golub Kessler LLP and concluded that these services were compatible
with maintaining its independence. The Audit Committee approved the provision
of
all non-audit services by each firm.
Pre-Approval
Policies and Procedures
The
Audit
Committee pre-approves all services, including both audit and non-audit
services, provided by our independent accountants. For audit services, each
year
the independent auditor provides the Audit Committee with an engagement letter
outlining the scope of proposed audit services to be performed during the year,
which must be formally accepted by the Committee before the audit commences.
The
independent auditor also submits an audit services fee proposal, which also
must
be approved by the Committee before he audit commences.
REQUIRED
VOTE
Ratification
of the appointment of the independent public accounts requires affirmative
vote
of a majority of the shares present or represented by proxy at the Annual
Meeting, provided a quorum exists.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RATIFICATION OF
THE
APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS.
MISCELLANEOUS
2007
STOCKHOLDER PROPOSALS
A
stockholder who wishes to make a proposal pursuant to Rule 14a-8 of the Exchange
Act at our 2007 Annual Meeting of Stockholders, for inclusion in the Company’s
proxy statement and form of proxy for such meeting must notify the Company
no
later than October 19, 2007.
Rule
14a-4 of the SEC proxy rules allows the Company to use discretionary voting
authority to vote on matters coming before an annual meeting of stockholders
if
the Company does not have notice of the matter at least 45 days before the
date
corresponding to the date on which the Company first mailed its proxy materials
for the prior year’s annual meeting of stockholders or the date specified by an
overriding advance notice provision in the Company’s bylaws. The Company’s
bylaws do not contain such an advance notice provision.
GENERAL
Management
is not aware of any matters to be presented for action at the Annual Meeting,
except matters discussed in the Proxy Statement. If any other matters properly
come before the meeting, it is intended that the shares represented by proxies
will be voted in accordance with the judgment of the persons voting the
proxies.
WHERE
YOU CAN FIND MORE INFORMATION
We
file
annual and quarterly reports, proxy statements and other information with the
Securities and Exchange Commission (the “SEC”).
Stockholders may read and copy any reports, statements or other information
that
we file at the SEC’s public reference rooms in Washington, D.C., New York, New
York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our public filings are also
available from commercial document retrieval services and at the Internet Web
site maintained by the SEC at http://www.sec.gov. The Company’s Annual Report on
Form 10-K was mailed along with this proxy statement.
STOCKHOLDERS
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE
THEIR SHARES AT THE ANNUAL MEETING. NO ONE HAS BEEN AUTHORIZED TO PROVIDE ANY
INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT.
THIS PROXY STATEMENT IS DATED JANUARY 16, 2007. STOCKHOLDERS SHOULD NOT ASSUME
THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THAT DATE.
By
Order
of the Board of Directors
/s/
Prokopios (Akis) Tsirigakis
Prokopios
(Akis) Tsirigakis
Chairman
of the Board, Chief Executive Officer and President
January
16,
2007
APPENDIX
A
NOMINATING
COMMITTEE CHARTER
OF
STAR
MARITIME ACQUISITION CORP.
Adopted
as of October 25, 2005.
The
Nominating Committee (the “Nominating Committee”) of the Board of Directors (the
“Board”) of Star Maritime Acquisition Corp. (the “Company”) shall consist of a
minimum of two directors, each of which shall meet the independence requirements
and standards established from time to time by the securities exchange on which
the Company’s securities are listed or quoted for trading. The Nominating
Committee shall meet at least once a year.
The
purpose of the Nominating Committee shall be to assist the Board in identifying
qualified individuals to become board members, in determining the composition
of
the Board and in monitoring a process to assess Board
effectiveness.
In
furtherance of this purpose, the Nominating Committee shall have the following
authority and responsibilities:
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Make
recommendations to the Board regarding the size and composition of
the
Board, establish procedures for the nomination process and screen
and
recommend candidates for election to the Board.
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To
review with the Board from time to time the appropriate skills and
characteristics required of Board members.
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To
establish and administer a periodic assessment procedure relating
to the
performance of the Board as a whole and its individual members.
|
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Make
recommendations to the Board regarding corporate governance matters
and
practices, including formulating and periodically reviewing corporate
governance guidelines to be adopted by the
Board.
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The
Nominating Committee shall have the authority to delegate any of its
responsibilities to subcommittees as it may deem appropriate in its sole
discretion.
The
Nominating Committee shall have the authority to retain any search firm engaged
to assist in identifying director candidates, and to retain outside counsel
and
any other advisors as it may deem appropriate in its sole discretion. The
Nominating Committee shall have sole authority to approve related fees and
retention terms.
The
Nominating Committee shall report its actions and recommendations to the Board
after each committee meeting.
APPENDIX
B
AUDIT
COMMITTEE CHARTER
OF
STAR
MARITIME ACQUISITION CORP.
Adopted
as of October 25, 2005
MISSION
STATEMENT
The
Audit
Committee of Star Maritime Acquisition Corp. (the “Company”) has been
established by the board of directors of the Company (the “Board”) to assist the
Board in fulfilling its responsibilities to oversee the Company’s financial and
accounting operations. The Audit Committee will review and be responsible for,
among other things, the Company’s system of internal controls, its financial
reporting process, the audit process, and the Company’s processes for monitoring
compliance with laws and regulations. In performing its duties, the Audit
Committee will maintain effective working relationships with the Board,
management, the Company’s internal auditors, and the independent auditors. The
Audit Committee will confirm with the independent auditor its understanding
that
it has access to the Audit Committee at any time.
ORGANIZATION
AND MEETINGS
Audit
Committee Composition
The
Audit
Committee shall consist of such number of members as the Board shall determine,
but in no event less than two members until the first anniversary of the
effective date of the Company’ s initial public offering, after which the Audit
Committee shall consist of not less than three members. The Board shall
designate one member of the Audit Committee to be the Chairperson. Each member
of the Audit Committee must be independent, as defined under applicable
Securities and Exchange Commission (“SEC”) and stock exchange rules and
regulations as they currently exist and as they may be amended from time to
time.
Each
member must be able
to
read and understand fundamental financial statements, including a company’s
balance sheet, income statement, and cash flow statement or, if and so long
as
permitted under applicable stock exchange rules, become able to do so within
a
reasonable period of time after his or her appointment to the Audit Committee.
Audit Committee members shall have such other qualifications as the Board may
from time to time deem appropriate in light of the mission of the Audit
Committee.
At
least
one member of the Audit Committee shall qualify as an “audit committee financial
expert” in compliance with the requirements established under applicable SEC and
stock exchange laws and regulations as they currently exist and as they may
be
amended from time to time.
Notwithstanding
anything to the contrary in this charter, if permitted by applicable SEC and
stock exchange laws and regulations in effect from time to time, one director
who (i) is not independent as defined under applicable stock exchange rules,
and
(ii) is not a current employee or an immediate family member (as defined under
applicable stock exchange rules) of such employee, may be appointed to the
Audit
Committee if the Board, under exceptional and limited circumstances, determines
that membership on the Audit Committee by the individual is required in the
best
interests of the Company and its stockholders. In such event, the Board will
disclose in the Company’s next annual proxy statement the nature of that
director’s relationship with the Company and the reasons for that
determination.
If
the
Company fails to comply with the Audit Committee composition requirements under
applicable SEC and stock exchange rules and regulations, the Company shall
have
an opportunity to cure such defect as provided under such
rules.
Term;
Meetings
The
Committee shall meet at least quarterly, or more frequently as it deems
appropriate and as circumstances dictate. Any member of the Committee may call
a
special meeting of the Committee. Meetings of the Committee may be held
telephonically.
The
Committee shall periodically meet with each of management (including the Chief
Financial Officer) and the independent auditors (including the audit engagement
partner) in separate executive sessions to discuss any matters that the
Committee or each of these groups believes would be appropriate to discuss
privately. In addition, the Committee expects to meet with the independent
auditors and management quarterly to review the Company’s financial
statements.
The
Committee may invite to its meetings any director, member of management of
the
company and such other persons as it deems appropriate in order to carry out
its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate in order to carry out its responsibilities.
ROLE
AND
RESPONSIBILITIES
The
Committee’s primary responsibility is one of oversight and it recognizes that
the Company’s management is responsible for preparing the Company’s financial
statements and that the independent auditors are responsible for auditing those
financial statements. The Committee also recognizes that financial management,
as well as the independent auditors, have more time, knowledge and more detailed
information on the Company than do Committee members; consequently, in carrying
out its oversight responsibilities, the Committee is not providing any expert
or
special assurance as to the Company’s financial statements or any professional
certification as to the independent auditor’s work. The Committee shall also
perform any other activities consistent with this Charter as the Audit Committee
or the Board deems necessary or appropriate or as may be required under
applicable SEC and stock exchange rules and regulations in effect from time
to
time.
The
Committee may form and delegate authority to subcommittees consisting of one
or
more members when appropriate, including the authority to grant pre-approvals
of
audit and permitted non-audit services provided that the decisions of such
subcommittee to grant pre-approvals shall be presented to the full Committee
at
its next scheduled meeting.
Corporate
Governance
Report
on
its meetings, proceedings and other activities at each regularly scheduled
meeting of the Board, to the extent appropriate.
Review
and reassess the adequacy of this Charter at least annually. Submit changes
to
this Charter to the Board for approval.
Review
and approve all transactions with affiliates, related parties, directors and
executive officers.
Review
the procedures for the receipt and retention of, and the response to, complaints
received regarding accounting, internal control or auditing
matters.
Review
the procedures for the confidential and anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.
Review
with management and the independent auditors, at least once annually, all
correspondence with regulatory authorities and all employees complaints or
published reports that raise material issues regarding the financial statements
or accounting policies.
Independent
Auditors
Appoint,
compensate, retain and oversee the work of any independent auditor engaged
(including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of conducting the annual audit
of
the Company’ s books and records, preparing or issuing an audit report or
performing other audit review or attest services for the Company.
Obtain
and review, at least once annually, a report by the independent auditors
describing (i) their internal quality control procedures, (ii) any material
issues raised by the most recent internal quality control review or peer review
or by any inquiry or investigation by any governmental or professional authority
within the preceding five years, in each case with respect to one or more
independent audits carried out by them, (iii) all material steps taken to deal
with any such issues and (iv) all relationships between them and the
Company.
Review
annually the independence of the independent auditors by (i) receiving from
the
independent auditors a formal written statement delineating all relationships
between the independent auditors and the Company in accordance with Independence
Standards Board Standard No. 1, (ii) discuss with the independent auditors
all
disclosed relationships between the independent accounts and the Company and
all
other disclosed relationships that may impact the objectivity and independence
of the independent auditors and (iii) discussing with management its evaluation
of the independence of the independent auditors.
Obtain
from the independent auditors assurance that the lead audit partner and the
audit partner responsible for reviewing the audit have been and will be rotated
at least once every five years and each other audit partner has been and will
be
rotated at least once every seven years, in each case, in accordance with
Section l0A of the Securities Exchange Act of 1934, as amended (the “Act”) and
the rules promulgated thereunder.
Review
and pre-approve, all audit, review or attest services (including comfort letters
in connection with securities underwritings and tax services) and all non-audit
services to be provided by the independent auditors as permitted by Section
10A
of the Exchange Act and the rules promulgated thereunder, and, in connection
therewith, the terms of engagement. The Audit Committee may designate one member
to approve such non-audit services, but that member must inform the Audit
Committee of the approval at the next meeting of the Audit Committee. All such
approvals and procedures must be disclosed in periodic reports filed with the
SEC.
Review
and approve all compensation to the independent auditors for all audit and
non-audit services.
Review
regularly with the independent auditors any audit problems or difficulties
and
management ’s response, including restrictions on the scope of activities of the
independent auditors or access by the independent auditors to requested
information, and significant disagreements between the independent auditors
and
management.
Present
conclusions with respect to the independent auditors to the Board.
Audits
and Accounting
Before
the commencement of the annual audit, the Audit Committee will meet with
financial management and the independent auditor to review and approve the
plan,
scope, staffing, fees and timing of the annual audit. The Audit Committee
shall:
After
completion of the audit of the financial statements, review with management
and
the independent auditors the results of the audit, the audit report, the
management letter relating to the audit report, all significant questions
(resolved or unresolved) that arose and all significant difficulties that were
encountered during the audit, the disposition of all audit adjustments
identified by the independent auditors, all significant financial reporting
issues encountered and judgments made during the course of the audit (including
the effect of different assumptions and estimates on the financial statements)
and the cooperation afforded or limitations (including restrictions on scope
or
access), if any, imposed by management on the conduct of the
audit.
Review,
prior to filing, all annual reports on Form 10-K and all quarterly reports
on
Form 10-Q, to be filed with the SEC. Discuss with management and the independent
auditors, where practicable, prior to filing, the financial statements
(including the notes thereto) and the disclosures under “Management’s Discussion
and Analysis o£ Financial Condition and Results of Operations”.
Review
with management and the independent auditors, at least annually, (i) all
significant accounting estimates, (ii) all significant off balance sheet
financing arrangements and their effect on the financial statements, (iii)
all
significant valuation allowances and liability, restructuring and other
reserves, (iv) the effect of regulatory and accounting initiatives, and (v)
the
adequacy of financial reporting.
Review
with management and the independent auditors all reports delivered by the
independent auditors in accordance with Section 10A(k) of the Securities
Exchange Act of 1934 with respect to critical accounting policies and practices
used, alternative treatments of financial information available under GAAP
and
other written communications (including letters under SAS No. 50) between the
independent auditors and management, together with their ramifications and
the
preferred treatment by the independent auditors.
Discuss
with the independent auditor and management the independent auditor’s judgment
about the quality, not just the acceptability, of the Company’s accounting
principles, as applied in the Company’s financial reporting in accordance with
SAS No. 61.
Review
and discuss with management and the independent auditors the Company’s earnings
press releases (paying particular attention to the use of any “pro forma” or
“adjusted” non-GAAP information), as well as financial information and earnings
guidance provided to analysts and rating agencies. This review may be generally
of disclosure and reporting policies. The Committee need not discuss in advance
each earnings press release or each instance in which the Company may provide
earnings guidance.
Prepare
the report required by the SEC to be included in the Company’s annual proxy
statement and any other reports of the Audit Committee required by applicable
securities laws or stock exchange listing requirements or rules.
Monitoring
of Internal Controls Systems
Meet
separately in executive session, at least annually, with the Company’s principal
accounting officer to discuss:
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·
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the
scope of internal accounting and auditing procedures then in
effect;
|
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·
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the
Company’s means for monitoring compliance by Company personnel with
Company policies and procedures and applicable law;
and
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·
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the
extent to which recommendations made by the principal accounting
officer
or independent auditor have been
implemented.
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Review,
based upon the recommendation of the independent auditors and financial
management, the scope and plan of the work to be done by the internal audit
group and the responsibilities, budget and staffing needs of the internal audit
group.
Review
on
an annual basis the performance of the internal audit group.
In
consultation with the independent auditors and the internal audit group, the
accounting and financial controls, review the adequacy of the Company’s internal
control structure and procedures designed to insure
compliance
with laws and regulations, and any special audit steps adopted in light of
material deficiencies and controls.
Review
(i) the internal control report prepared by management, including management’s
assessment of the effectiveness of the design and operation of the Company’s
internal control structure and procedures for financial reporting, as well
as
the Company’s disclosure controls and procedures, with respect to each annual
and quarterly report that the Company is required to file under the Securities
Exchange Act of 1934 and (ii) the independent auditors’ attestation, and report,
on the assessment made by management.
Other
Engage
and determine funding for independent counsel and other advisors as it
determines necessary to carry out its duties.
Conduct
any and all investigations it deems necessary or
appropriate.
STAR
MARITIME ACQUISITION CORP.
PROXY
FOR
ANNUAL MEETING
TO
BE HELD ON FEBRUARY 26, 2007
The
undersigned stockholder of Star Maritime Acquisition Corp., a Delaware
corporation (the “Company”),
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders
and
Proxy Statement and hereby appoints Prokopios (Akis) Tsirigakis and George
Syllantavos, or any of them, proxies and attorneys-in-fact, with full power
to
each of substitution and revocation, on behalf and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Stockholders
of the Company to be held at 5:00 p.m. (Athens Time)., at Star Maritime
Acquisition Corp., Aethrion Center, 40 Agiou Konstantinou Avenue, 2nd Floor,
Suite B34-B38, 15124 Maroussi, Athens, Greece on February 26, 2007, or at any
adjournment or postponement thereof, and to vote, as designated below, all
shares of common stock of the Company which the undersigned would be entitled
to
vote if then and there personally present, on the matters set forth
below.
The
Board of Directors recommends that you vote “FOR” each
proposal.
1.
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Elect
one (1) Class A Director to serve for a period of three years
|
Petros
Pappas
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FOR
the nominee listed above (except those whose names or numbers have
been
written on the line below).
|
o |
WITHHOLD
AUTHORITY to vote for the nominee listed
above.
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2.
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Proposal
to ratify the appointment of Goldstein Golub Kessler LLP as the Company’s
independent auditors.
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|
o
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FOR |
o |
AGAINST
|
o |
ABSTAIN
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3.
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To
transact any other business as may properly be presented at the Annual
Meeting or any adjournment or postponement thereof.
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS
GIVEN, WILL BE VOTED “FOR”
EACH PROPOSAL SPECIFICALLY IDENTIFIED ABOVE.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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Date:
_____________, 2007
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PLEASE
DATE AND SIGN ABOVE exactly as name appears at the left, indicating,
where
proper, official position or representative capacity. For stock held
in
joint tenancy, each joint owner should
sign.
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