DESCRIPTION OF CAPITAL STOCK
Authorized Capital
Under our articles of
incorporation, our authorized shares consist of 400,000,000 Class A common shares, par value $0.01 per share, 25,000,000 Class B common shares, par value $0.01 per share, 100 Class C common shares, par value $0.01 per share, and
150,000,000 shares of preferred shares, par value $0.01 per share. As of June 30, 2018, there were issued and outstanding 137,313,210 Class A common shares, no Class B common shares, no Class C common shares, no series A
preferred shares, no series B preferred shares, no series C preferred shares, 7,017,313 series D preferred shares, 5,415,937 series E preferred shares, 5,600,000 series F preferred shares, 7,800,800 series G preferred shares, 9,025,105 series H
preferred shares and no series R preferred shares. On July 23, 2018, we redeemed all of our outstanding series F preferred shares. On September 19, 2018, we issued 6,000,000 series I preferred shares, $0.01 par value per share.
Common Shares
Our Class A common
shares are our only outstanding class of common shares.
Dividends
Under our articles of incorporation, our common shareholders may receive quarterly dividends. Declaration and payment of any dividend is
subject to the discretion of our board of directors. The time and amount of dividends will depend upon our financial condition, our operations, our cash requirements and availability, debt repayment obligations, capital expenditure needs,
restrictions in our debt instruments and our preferred shares, industry trends, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors. The Marshall Islands Business Corporations Act
(BCA) generally prohibits the payment of dividends other than from
paid-in
capital in excess of par value and our earnings or while we are insolvent or would be rendered insolvent on paying the
dividend.
Voting
Our common
shares each have one vote. A majority of the common shares constitutes a quorum at meetings of the shareholders.
Anti-Takeover Effects of Certain
Provisions of Our Articles of Incorporation and Bylaws
Certain provisions of our articles of incorporation and bylaws, which are
summarized in the following paragraphs, may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a
premium over the market price for the shares held by shareholders.
Removal of Directors; Vacancies
Our articles of incorporation and bylaws provide that directors may be removed with cause upon the affirmative vote of holders of a majority of
the shares entitled to vote generally in the election of directors, voting together as a single class. In addition, our articles of incorporation and bylaws also provide that any vacancies on our board of directors and newly created directorships
will be filled only by the affirmative vote of a majority of the remaining directors, although less than a quorum.
No Cumulative Voting
The BCA provides that shareholders are not entitled to the right to cumulate votes in the election of directors unless our articles of
incorporation provides otherwise. Our articles of incorporation prohibit cumulative voting.
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