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 [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
OMI CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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:*
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4) Proposed maximum aggregate value of transaction:
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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.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[logo]
OMI CORPORATION o One Station Place o Stamford, CT 06902
April 19, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 annual meeting of OMI
Corporation stockholders to be held at The New York Helmsley Hotel, Turtle Bay
Room, 212 East 42nd Street, New York, New York, on Thursday, May 27, 1999 at
9:00 a.m.
Matters to be considered and acted upon by our stockholders include the
election of directors and ratification of the appointment of OMI Corporation's
certified public accountants. These matters and the procedures for voting your
shares are discussed in the accompanying Notice of Annual Meeting and Proxy
Statement.
The vote of every stockholder is important regardless of the number of
shares owned. Accordingly, your prompt cooperation in signing, dating, and
mailing the enclosed proxy will be appreciated.
Sincerely,
/s/ CRAIG H. STEVENSON, JR.
---------------------------
CRAIG H. STEVENSON, JR.
Chairman of the Board and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF OMI CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of OMI
Corporation will be held in the Turtle Bay Room of The New York Helmsley Hotel,
212 East 42nd Street, New York, New York, on Thursday, May 27, 1999, at 9:00
a.m. (Eastern Daylight Savings Time), for the following purposes:
(1) To elect three directors (Class I) for a three year term, each to
hold office until his or her successor shall be duly elected and
qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as auditors of
OMI Corporation and various subsidiaries for the year ending
December 31, 1999; and
(3) To consider and act on such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on April 12, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting.
A complete list of the stockholders entitled to vote at the meeting will be
located at the offices of OMI Corporation, One Station Place, Stamford,
Connecticut, at least 10 days prior to the meeting.
By Order of the Board of Directors
/s/ FREDRIC S. LONDON
------------------------
FREDRIC S. LONDON
Secretary
Stamford, Connecticut
April 19, 1999
IMPORTANT
---------
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED STAMPED, ADDRESSED ENVELOPE SO THAT IF YOU ARE
UNABLE TO ATTEND THE MEETING YOUR SHARES MAY NEVERTHELESS BE VOTED.
<PAGE>
PROXY STATEMENT
The following statement is submitted to stockholders in connection with the
solicitation of proxies for the Annual Meeting of Stockholders of OMI
Corporation ("OMI" or the "Company") to be held May 27, 1999. OMI's corporate
headquarters is located at One Station Place, Stamford, Connecticut 06902, but
the Annual Meeting will be held in the Turtle Bay Room of The New York Helmsley
Hotel, 212 East 42nd Street, New York, New York. A proxy for this meeting is
enclosed. This proxy statement is being mailed on or about April 19, 1999 to
shareholders of record as of April 12, 1999.
The purposes of the meeting are:
(1) to elect three directors for a three-year term, each to hold office
until his successor shall be duly elected and qualified;
(2) to ratify the appointment of Deloitte & Touche LLP as auditors of OMI
and various subsidiaries for the current year; and
(3) to consider and act on such other business as may properly come before
the meeting.
The solicitation of the proxy enclosed with this Proxy Statement is made by
and on behalf of the Board of Directors of OMI. The cost of this solicitation
will be paid by OMI. Such costs include preparation, printing and mailing of the
Notice of Annual Meeting, form of proxy and Proxy Statement, which are enclosed.
The solicitation will be conducted principally by mail, although directors,
officers and employees of OMI and its subsidiaries (at no additional
compensation) may solicit proxies personally or by telephone and telegram.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries for proxy material to be sent to their principals and OMI will
reimburse such persons for their expenses in so doing. OMI is also retaining
D.F. King & Co., Inc. to solicit proxies and will pay D.F. King & Co., Inc. a
fee of $6,500.
The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the meeting and voted in accordance with the
specifications, if any, made on the proxy. If no specification is made, the
proxies will be voted FOR the management slate of directors and FOR the
ratification of the appointment of Deloitte & Touche LLP as auditors. A proxy is
revocable at any time prior to being voted by giving written notice to the
Secretary of OMI or by attending the meeting and voting in person.
VOTING SECURITIES
As of April 12, 1999, the record date for the meeting, OMI had outstanding
41,663,013 shares of common stock, par value $.50 per share (the "Common
Stock"). Each share of Common Stock is entitled to one vote per share on all
matters to come before the meeting, including the election of directors. The
election of each nominee for director and the ratification of Deloitte & Touche
LLP as auditors require the affirmative vote of the holders of a majority of the
shares of Common Stock present in person or represented by proxy at the meeting.
Broker non-votes will not be treated as votes cast with respect to any matter
presented at the Annual Meeting and abstentions will be treated as negative
votes on all matters other than election of directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF OMI
(a) The following tables sets forth, as of April 1, 1998, certain
information with respect to (i) each person known to OMI to be the beneficial
owner of more than five percent (5%) of OMI's Common Stock, which is the only
class of outstanding voting securities, (ii) each director, (iii) each of
certain executive officers, (iv) the Board Nominees and (v) all directors and
all executive officers as a Group:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class
------------------- ---------------------- --------
The Equitable Companies Incorporated 7,773,400 18.7
1290 Avenue of the Americas
New York, New York 10104
State Street Research and 3,405,100 8.2
Management Company
One Financial Center, 30th Floor
Boston, MA 02111-2690
Ryback Management Corporation 2,341,100 5.6
7711 Carondelet Avenue
P.O. Box 16900
St. Louis, MO 63105
Craig H. Stevenson, Jr. (2) 401,847 *
Robert L. Bugbee (3) 111,900 *
Vincent J. de Sostoa (4) 170,002 *
Fredric S. London (5) 249,371 *
Henry Blaustein (6) 58,400 *
Jack Goldstein (7) 315,699 *
Per Heidenreich 11,852 *
James Hood 11,852 *
Michael J. Klebanoff 309,737 *
Edward Spiegel (8) 128,352 *
James D. Woods 61,825 *
All directors and executive officers
as a group(19 persons) 2,152,995 5.2
- ----------
* Represents holdings of less than one percent.
(Footnotes continued on following page)
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(1) Includes all shares with respect to which each person, executive officer or
director directly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares the power to vote or to direct
voting of such shares or to dispose or to direct the disposition of such
shares. With respect to executive officers, includes shares that may be
purchased under currently exercisable stock options granted pursuant to the
OMI Corporation 1998 Stock Option Plan, shares held under the OMI
Corporation Savings Plan and units or shares held under the OMI Corporation
1998 Performance Share Unit Plan. With respect to non-employee directors,
includes shares that may be purchased under currently exercisable stock
options granted pursuant to the OMI Corporation 1998 Stock Option Plan.
(2) Includes options to purchase 100,000 shares, 2000 shares held in a
corporation in which the executive has no interest but his spouse owns a
50% interest and performance units convertible into 30,000 shares.
(3) Includes options to purchase 70,000 shares, 1000 shares owned by his spouse
and performance units convertible into 20,000 shares.
(4) Includes options to purchase 77,340 shares and performance units
convertible into 12,500 shares.
(5) Includes options to purchase 102,000 shares and performance units
convertible into 12,500 shares.
(6) Includes options to purchase 30,000 shares and performance units
convertible into 12,500 shares.
(7) Includes 12,500 shares owned jointly with Mr. Goldstein's spouse and
options to purchase 100,000 shares.
(8) Includes 14,000 shares owned by his children and 5,000 shares owned by a
foundation.
ELECTION OF DIRECTORS
Pursuant to OMI's Articles of Incorporation, as amended, and By-Laws, the
Board of Directors of OMI is divided into three classes as set forth in the
following table. Each Class consists of three directors. The directors in each
class hold office for staggered terms of three years. The three Class I
directors, Messrs. Robert Bugbee, Per Heidenreich and James N. Hood, whose
present terms expire in 1999, are being proposed for new three year terms
(expiring in 2002) at this Annual Meeting. The Class I directors were elected by
the then current shareholder of the Company (then OMI Corp. and now known as
"Marine Transport Corporation", and referred to herein as "Old OMI") prior to
the Company being spun off to Old OMI's shareholders on June 17, 1998 (the
"Spin-off").
All nominees in Class I are willing to serve as directors, but if any
nominee becomes unable to serve prior to the Annual Meeting, the persons named
as Proxies have discretionary authority to vote for a substitute nominee named
by Management, or Management may reduce the number of directors to be determined
and elected.
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The Board of Directors recommends a vote in favor of the election of the
nominees for directors.
The following tables set forth certain information regarding the members of
and nominees for the Board of Directors:
<TABLE>
<CAPTION>
Class and
Year in First
Name and Other Which Term Principal Became a
Information Age Will Expire Occupation Director
- ----------------------- --- ----------- ----------------------------------- --------
NOMINEES FOR ELECTION AT THE 1999 ANNUAL MEETING
------------------------------------------------
<S> <C> <C> <C> <C>
Robert Bugbee 38 Class I Senior Vice President, 1/15/98
2002 OMI Corporation
Per Heidenreich 55 Class I Chairman of the Board 6/17/98
2002 and Chief Executive Officer of
Heidenreich Marine, Inc.
James N. Hood 64 Class I Retired former President 6/17/98
2002 and Chief Executive Officer of
Teekay Shipping Corporation
DIRECTORS WHOSE TERMS CONTINUE
------------------------------
Edward Spiegel 60 Class II Private investor, former partner 6/17/98
2000 of Goldman Sachs
Craig H. Stevenson, Jr. 44 Class II Chairman of the Board 1/15/98
2000 and Chief Executive Officer of
OMI Corporation
James D. Woods 67 Class II Chairman Emeritus and Consultant 6/17/98
2000 to Baker Hughes Inc.
Michael Klebanoff 78 Class III Private investor; Chairman Emeritus 6/17/98
2001 of OMI Corporation
Jack Goldstein 59 Class III Private investor; Vice Chairman 6/17/98
2001 of the Board of OMI Corporation
</TABLE>
ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
During 1998, there were three Board of Directors' meetings of the Company.
All directors attended all three meetings except Mr. Heidenreich, who missed one
meeting.
The Audit Committee, comprising Messrs. Goldstein and Heidenreich,
recommends to the Board the auditors to be appointed by the Company, reviews the
results of each year's audit, evaluates any recommendations the auditors may
propose with respect to the Company's internal controls and procedures and
oversees the responses made to any such recommendations. The Compensation
Committee, comprising Messrs. Woods and Spiegel, reviews and determines the
compensation of the Company's executives. In 1998, the Audit Committee met once
for the purpose of reviewing audit procedures and inquiring into financial,
legal, and other matters, and the Compensation Committee met once for the
purpose of reviewing overall compensation and employee benefit practices and
programs. The Company does not have a nominating or similar committee.
CRAIG H. STEVENSON JR. was appointed President and Chief Executive Officer
of the Company in 1998. Mr. Stevenson had been Chief Executive Officer of Old
OMI since January 1997 and President
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<PAGE>
of Old OMI since November 1995. He was elected Chief Operating Officer of Old
OMI in November 1994 and Senior Vice President/Chartering in August 1993.
ROBERT BUGBEE was elected Director and Senior Vice President of the Company
in 1998. He was Senior Vice President of Old OMI from August 1995 to June 1998.
Mr. Bugbee joined Old OMI in February 1995. Prior thereto, he was Head of
Business Development at Gotaas-Larsen Shipping Corporation for more than three
years.
JACK GOLDSTEIN was Chairman of the Company from June 17, 1998 until
September 24, 1998 at which time he became Vice Chairman. He was Chairman of Old
OMI from October 1995 to June 17, 1998 and was President and Chief Executive
Officer of Old OMI from 1986 to 1995.
PER HEIDENREICH has been Chairman and Chief Executive Officer of
Heidenreich Marine, Inc. since 1984. Prior thereto he was Executive Vice
President of Stolt-Nielsen, Inc. and Director of Stolt Tankers and Terminals
(Holding) Ltd.
JAMES N. HOOD was President and Chief Executive Officer of Teekay Shipping
Corporation from 1992 to 1998 and Director of Teekay Shipping Corporation from
1993 to 1998. In addition to his 23 years of shore service in various senior
management positions, Captain Hood has served at sea for 19 years, including
four years of command experience.
MICHAEL KLEBANOFF is a private investor. He was President of Old OMI from
1969 to 1983 and was Chairman of the Board of Old OMI from 1983 until November
1995.
EDWARD SPIEGEL was a general partner of Goldman Sachs from 1984 to 1995.
Mr. Spiegel is a Chartered Financial Analyst and a member of the New York
Society of Security Analysts. In 1998 Mr. Spiegel became a director of Genesis
Direct, Inc.
JAMES D. WOODS is Chairman Emeritus and consultant to Baker Hughes Inc.,
one of the largest companies in the oil-services industry, and worked for its
predecessor from 1955 to 1997. From January 1989 until January of 1997 Mr. Woods
was Chairman of the Board and Chief Executive Officer of Baker Hughes Inc.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
Per Heidenreich, a director, is Chairman of the Board of Directors and
Chief Executive Officer of Heidenreich Marine Inc. ("HMI"), which chartered in
one tanker directly and whose pool chartered in two other tankers from the
Company during 1998 and operated the tankers in its pool. OMI received
$10,665,137 in charter hire from HMI and from the pool, after deducting $180,152
in fees and commissions paid to the pool. The fees and commissions were
calculated on the same basis as those charged to other members of the pool. In
addition, OMI and HMI formed OMI-Heidmar Shipping LLC, a Singapore based company
which charters product tankers controlled by OMI and HMI in Far East markets. In
1998 OMI received $6,719,562 in charter hire payments for two vessels. The
Company funded $226,000 to the joint venture to cover a portion of the venture's
operating cost.
COMPENSATION OF DIRECTORS
Directors who are also officers or employees of the Company do not receive
any fees or remuneration for services as members of the Board of Directors or of
any Committee thereof. Each
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non-employee director in 1998 was compensated $20,000 annually, half of which
was paid by the Company and half by Old OMI and $750 per board and committee
meeting attended.
Also, each non-employee director who had not been a director of Old OMI
prior to the Spin-off received a one-time grant of options to purchase 30,000
shares of OMI Common Stock, pursuant to the OMI Corporation 1998 Stock Option
Plan.
EXECUTIVE COMPENSATION
The Summary Compensation Table shows the compensation paid by Old OMI (for
the period to June 17, 1998 and by the Company (thereafter to year-end) of each
of the Company's five most highly compensated executive officers including the
Chief Executive Officer and its former chariman (the "named executive
officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation Awards
--------------------------
Annual Compensation Restricted
---------------------------------------------- Stock
Other Other Options/ All Other
Name and Salary Bonus Annual Annual SARs Compensation
Principal Position Year ($)(4) ($)(4) Compensation Awards($) (#)(1)(2) ($)(3)
- ------------------ --- ------- --------- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Craig H. Stevenson, Jr. (5) 1998 389,000 253,200 0 0 0 43,302
President and Chief 1997 380,000 1,062,500 0 459,375 50,000 32,985
Executive Officer 1996 300,000 123,750 0 0 0 18,714
Robert Bugbee 1998 272,000 168,800 0 0 0 46,714
Sr. Vice President/ 1997 250,000 531,250 0 0 0 19,412
Commercial 1996 206,000 66,000 0 0 10,000 20,521
Vincent J. deSostoa 1998 256,000 105,500 0 0 0 47,257
Sr. Vice President, Chief 1997 250,000 531,250 0 0 0 21,553
Financial Officer and 1996 231,750 66,000 0 0 0 20,516
Treasurer
Fredric S. London 1998 246,000 105,500 0 0 0 46,838
Sr. Vice President, General 1997 240,000 531,250 0 0 0 20,930
Counsel and Secretary 1996 224,500 66,000 0 0 0 19,718
Henry Blaustein (6) 1998 240,000 105,500 0 0 30,000 28,859
Sr. Vice President, OMI 1997 99,511 214,200 137,812 15,000 5,290
Marine Services LLC 1996 N/A N/A N/A N/A N/A N/A
Jack Goldstein (7) 1998 821,829 0 0 0 0 33,097
Vice Chairman 1997 194,800 531,500 0 0 0 20,988
1996 391,400 155,000 0 0 0 18,500
</TABLE>
- ----------
(1) All restrictions on restricted stock holdings lapsed on or before June 17,
1998.
(2) Options granted under the Old OMI 1995 Incentive Equity Plan and converted
to the OMI Corporation 1998 Stock Option Plan to the named executive
officers. OMI did not grant any stock appreciation rights ("SARs") in
calendar years 1996, 1997 or 1998 and no SARs were granted under the OMI
Corporation 1998 Stock Option Plan.
(Footnotes continued on following page)
6
<PAGE>
(3) Includes (i) amounts contributed under the OMI Corporation Savings Plan and
OMI Corporation Executive Savings Plan in 1998 for Mr. Stevenson at a value
of $42,697, for Mr. deSostoa at a value of $45,552, for Mr. London at a
value of $45,133, for Mr. Bugbee at a value of $46,379, for Mr. Goldstein
at a value of $33,097 and for Mr. Blaustein at a value of $26,315 and (ii)
amounts reflecting the cost of group-term life insurance coverage over
$50,000 for Mr. Stevenson at a value of $605, for Mr. deSostoa at a value
of $1,705, for Mr. London at a value of $1,705, for Mr. Bugbee at a value
of $335, and for Mr. Blaustein at a value of $2,544.
(4) Represents amounts earned the relevant year. In some instances, the payment
of all or a portion may have been deferred to a subsequent year.
(5) The Company made a loan of $84,866 to Mr. Stevenson in 1998 to finance his
acquisition of a club membership which Mr. Stevenson uses for business
purposes. The loan was repayable upon demand and was at an interest rate of
6.75%. Mr. Stevenson paid the accrued interest at December 31, 1998. During
January 1999 the Board of Directors determined to bear the cost of the
membership and forgave the repayment of the indebtedness.
(6) Mr. Blaustein joined the Company in July 1997. His 1997 annual salary was
$235,000.
(7) Mr. Goldstein was paid pursuant to an Employment Agreement with Old OMI
which was assumed by the Company. In July, 1998 the Company and Mr.
Goldstein agreed to terminate the Employment Agreement. The amount stated
includes $713,258 paid to Mr. Goldstein in connection with the termination.
EMPLOYMENT CONTRACTS
OMI has employment agreements with Messrs. Stevenson, deSostoa, London,
Bugbee, Blaustein and its Vice Presidents which provide for an annual base
salary and a performance incentive bonus. The base salary is the amount paid in
the previous year plus any raise granted by the OMI Board. Under the contracts,
bonuses are paid at the discretion of the OMI Board. Each of these agreements
also provides that if the employee's employment (i) is terminated without cause
(as defined in his employment agreement), (ii) the employee voluntarily
terminates his employment within 90 days of a relocation or reduction in
compensation or responsibilities, or (iii) the employee is disabled (as defined
in his employment agreement), such employee will continue to receive base salary
and other benefits for a period of two years. Under these employment agreements,
if such an employee's employment terminates (other than for "cause" or becoming
"disabled") within two years after a change in control (as defined in the
employment agreements), OMI is required to pay the executive a bonus equal to
the total annual bonuses previously paid to the employee within the twelve
months immediately preceding such change in control. In addition, in the event
of a Change in Control (as defined in the relevant agreement) and if any such
employee's employment is terminated by OMI without cause (other than for reasons
of disability) or by the employee as described in clause (ii) above, within 2
years before or after such a Change in Control, OMI will pay such employee an
amount equal to three times the sum of his then current base salary and his
incentive bonus paid during the previous twelve months, reduced, in the case of
a termination occurring prior to such a
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<PAGE>
change in control by any severance theretofore paid to the employee under his
employment agreement.
OPTION GRANTS IN 1998
No new stock options or stock appreciation rights were granted to the named
executive officers during calendar year 1998. Pursuant to the OMI Corporation
1998 Stock Option Plan, all of the unexercised options previously held by the
executive officers under Old OMI awards were converted to options to purchase an
equivalent number of shares of the common stock of the Company with a $1.11
reduction in exercise price since the option holder would no longer receive the
benefit of Old OMI's value. All of the options are fully vested.
AGGREGATE OPTION EXERCISES IN 1998 AND YEAR-END OPTIONS VALUES
No executive officer exercised stock options during fiscal year 1998. Based
on the closing price on the New York Stock Exchange on December 31, 1998 of
$3.25, no options were exercisable in-the-money.
REPORT ON SENIOR EXECUTIVE COMPENSATION
BY THE BOARD OF DIRECTORS' COMPENSATION COMMITTEE
OMI's senior executive compensation program is designed to ensure that OMI
can attract and retain executives who will contribute to OMI's success by their
ability, ingenuity and industry experience, and to enable these executives to
participate in the long-term success and growth of OMI by giving them a
proprietary interest in OMI. OMI's senior executive compensation program
recognizes and encourages individual skills, commitment to corporate goals, and
contributions to Company and shareholder interests. The Compensation Committee
believes that the Company's compensation for senior executives is comparable to
that of competitors and serves the interest of shareholders.
COMPENSATION PHILOSOPHY
OMI's senior executive compensation program, which governs compensation
paid to senior executive officers is designed to:
(1) encourage senior executives to identify with the goals and objectives
of the Company and to reward the achievement of those goals and
objectives;
(2) acknowledge individual contributions of executives in achieving
corporate goals;
(3) encourage executives to be creative and aggressive, within the bounds
of sound reason, in working toward Company and shareholder objectives;
(4) sufficiently relate compensation to performance to encourage highly
focused attention to corporate goals, while at the same time
incorporating recognition of the cyclical nature of the shipping
industry;
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<PAGE>
(5) provide an appropriate mix of short and long-term compensation to
reward both current performance and future commitment to OMI; and
(6) establish a working environment that encourages talent, rewards good
judgment, and maintains a quality working environment.
In the highly cyclical bulk shipping market, the knowledge and judgment of
a company's senior executives are particularly critical to the success of the
enterprise. A lost opportunity may not be presented again for many years.
Therefore, OMI's senior executive compensation program takes into account not
only the normal financial considerations, but also, through discussions with the
Company's senior executives and through presentations at Board of Directors
meetings, an assessment of how well the executive has judged and reacted to the
programs and opportunities presented to OMI in the course of market changes.
OMI's senior executive compensation program, which is based on an
assessment undertaken by an independent compensation consultant, includes base
salary and a program which provides both bonus and equity participation in the
Company based upon the performance of the Company's stock price. All of the
senior executive have stock options and stock received in connection with the
spin-off from Old OMI and the Board of Directors has set minimum levels of stock
ownership which the senior executives are to meet. The executives have the
incentive to make strategic decisions that will position the Company for future
long-term success, improve the efficiency, quality and safety of shipping
operations and efforts to develop and improve the business of the Company.
ANNUAL COMPENSATION AND LONG TERM AWARDS
Base salaries of OMI's Chief Executive Officer and other named executive
officers are listed in the Executive Compensation Table on page 6. Base salaries
are reviewed annually by the Compensation Committee. Upward adjustments of base
salaries are determined by an assessment of the base salaries included in
employment contracts for the Chief Executive Officer and the other named
executive officers, recent issues and difficulties addressed by the chief
Executive Officer and the other named executive officers, efforts expended to
carry out job responsibilities, general pay practices of similar companies with
similar job categories and internal equity considerations. OMI tries to maintain
a competitive salary structure in comparison to the median salaries paid in the
shipping industry in order to attract and retain the highly qualified
individuals necessary to ensure OMI prospers and rewards shareholder confidence.
Bonuses, along with increases in base salaries, provide the short-term
incentive portion of executive compensation at OMI. The Board of Directors
approved a plan which provides bonuses based on the Company's stock price. No
bonuses were paid by the Company in 1998, as it became an operating company in
mid-year. Old OMI did pay such bonuses based on 1997 results under Old OMI's
then existing plan. Bonuses are being paid under the new plan commencing in 1999
for 1998 performance. Fifty percent of the amount of any bonus is paid in cash
and fifty percent is deferred and paid in OMI common stock or cash when the
executive's employment terminates unless the executive owns sufficient stock to
satisfy requirements established by the Board of Directors. No raises were given
for 1999 to the senior executive officers, except for Mr. Blaustein and Mr.
Bugbee.
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POLICY WITH RESPECT TO SECTION 162(M)
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
tax deduction that a publicly held company can take with respect to the
compensation of certain of its executive officers to the extent that such
compensation exceeds $1 million in a taxable year, unless the compensation
qualifies for any of several exceptions provided in the statute, including an
exception for "performance based" compensation. As the Company is a Marshall
Islands entity and its revenues are exempt from U.S. federal taxation, it does
not take tax deductions for the compensation of its executives. Nonetheless, it
does not expect that the total compensation for any of the Company's executive
officers will exceed the amount of $1 million in any year in the immediate
future.
COMPENSATION COMMITTEE
The OMI Board of Directors' Compensation Committee, which is responsible
for the administration of OMI's senior executive compensation program, is
composed entirely of independent outside directors. The Compensation Committee
reviews all aspects of senior executive compensation and recommends to the Board
of Directors annual and long-term components of Chief Executive Officer and
named executive officer compensation.
COMPENSATION COMMITTEE
James D. Woods, Chairman
Edward Spiegel
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee comprises Messrs. Woods and Spiegel, both of
whom are directors of the Company and neither of whom are or were officers of
the Company or any of its subsidiaries. Neither provided other services to the
Company nor received other remuneration from the Company in 1998. Mr. Spiegel is
a limited partner at Goldman Sachs & Co., which performs investment banking
services for the Company.
PERFORMANCE GRAPH
A graph comparing the yearly cumulative total return for the Company Common
Stock to the yearly cumulative total returns for the S&P 500 Composite Index and
a peer index is not included herein because the Company Common Stock was first
traded on the New York Stock Exchange on June 18, 1998.
APPROVAL OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP as auditors of
OMI and various subsidiaries for the year 1999. A representative of Deloitte &
Touche LLP, who were also the auditors of OMI for 1998, is expected to be
present at the meeting with the opportunity to make a statement if he desires to
do so and to respond to appropriate questions.
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The Board of Directors recommends a vote in favor of ratification of the
appointment of Deloitte & Touche LLP as auditors for 1999.
SECTION 16(A) REPORTING
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and holders of more than 10% of the Company's common stock
(collectively, "reporting persons") to file reports of ownership and changes in
ownership of the Company's equity securities with the Securities and Exchange
Commission and the New York Stock Exchange. Based upon a review of the copies of
such reports furnished to the Company and written representations from the
reporting persons other than executive officers and directors of the Company
that no reports on Form 5 were required to be filed, the Company believes that
all reports by such reporting persons were timely filed.
OTHER MATTERS
OMI has no knowledge of any matters to be presented to the meeting other
than those set forth above. The persons named in the accompanying form of proxy
will use their own discretion in voting with respect to matters which are not
determined or known at the date hereof.
Copies of OMI's Annual Report on Form 10-K, excluding exhibits, are
available to any stockholder, at no charge, by writing to: Corporate Relations
Department, OMI Corporation, One Station Place, Stamford, CT 06902.
SHAREHOLDER PROPOSALS
Any proposals of stockholders to be presented at OMI's next Annual Meeting
must be received at OMI's principal executive offices, One Station Place,
Stamford, CT 06902, Attention: Secretary, not later than December 31, 1999, for
inclusion in OMI's proxy statement and form of proxy relating to that Annual
Meeting.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1998 has been mailed to Stockholders.
By Order of the Board of Directors
/s/ FREDRIC S. LONDON
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FREDRIC S. LONDON
Secretary
Stamford, CT
April 19, 1999
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[Logo]
OMI CORPORATION
Notice of
Annual Meeting
and Proxy Statement
Annual Meeting
of Stockholders
May 27, 1999
9:00 A.M.
The New York
Helmsley Hotel
212 East 42nd Street
New York, NY
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OMI CORPORATION
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned stockholder of OMI
CORPORATION (the "Corporation") does hereby constitute CRAIG H. STEVENSON, JR.,
VINCENT J. de SOSTOA and FREDRIC S. LONDON, and each of them, attorneys and
proxies with full power of substitution to each, for and in the name of the
undersigned and with all the powers the undersigned would possess if personally
present, to vote all the shares of Common Stock of the undersigned in the
Corporation at the Annual Meeting of Stockholders of the Corporation, to be held
at The New York Helmsley Hotel, Turtle Bay Room, 212 East 42nd Street, New York,
New York on Thursday, May 27, 1999 at 9:00 A.M., on all matters as may properly
come before the meeting, as set forth in the Notice of Annual Meeting of
Stockholders, dated April 19, 1999 and at any and all adjournments thereof.
The Board of Directors recommends that stockholders vote for the election
of the nominees for directors and for the ratification of the appointment of
Deloitte & Touche LLP as auditors. If no specification is made as to any
proposal, the shares will be voted FOR the election of the nominees for
directors and FOR the ratification of the appointment of Deloitte & Touche LLP
as auditors.
(Continued, and to be marked, dated and signed on the reverse side)
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This Proxy, when properly executed, will be voted Please mark [X]
in the manner directed herein by the undersigned your votes as
stockholder. If no such directions are given with indicated in
respect to all or some items, as to such items, this example
this Proxy will be voted FOR Proposals 1, and 2.
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COMMON
The Board of Directors recommends a vote FOR all nominees in Proposal 1 and FOR
Proposal 2.
Proposal 1: FOR election of the following three Class I directors for a
three year term, each to hold office until his or her successor shall be elected
and qualified: Robert Bugbee, Per Heidenreich and James N. Hood
WITHHOLD
AUTHORITY
TO VOTE
FOR FOR ALL NOMINEES
[ ] [ ]
Proposal 2: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS
OF THE CORPORATION FOR THE YEAR 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ] I PLAN TO ATTEND MEETING [ ]
(To withhold authority to vote for any individual nominee, print that nominee's
name below.)
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Signature(s) Date
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NOTE: Please mark, date, and sign your name as it appears hereon and return in
the enclosed envelope. When signing as an attorney, executor, administrator,
trustee or guardian, please give title as such. If signer is a corporation,
please sign full corporate name by authorized officer and attach corporate seal.
For joint accounts, each joint owner should sign.
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O FOLD AND DETACH HERE O
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