UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE
13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE
ACT OF 1934
For
the month of May 2009
Commission
File Number: 001-33179
AEGEAN
MARINE PETROLEUM NETWORK INC.
(Translation
of registrant's name into English)
42
Hatzikyriakou Avenue
Piraeus,
Athens 185 38
Greece
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F [ X ] Form 40-F [
]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ________.
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ________.
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
as Exhibit 1 is a copy of the Notice of Annual Meeting of Shareholders and Proxy
Statement for Annual Meeting of Shareholders of Aegean Marine Petroleum Network
Inc. to be held on May 14, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| AEGEAN MARINE PETROLEUM NETWORK INC. | ||
| (registrant) | ||
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Dated: May
6, 2009
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By: /s/ E. Nikolas Tavlarios
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|
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Name:
E. Nikolas Tavlarios
Title: President
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Exhibit
1
April 13, 2009
TO
THE SHAREHOLDERS OF
AEGEAN
MARINE PETROLEUM NETWORK INC.
Enclosed
are a Notice of the 2009 Annual Meeting of Shareholders (the "Meeting") of
Aegean Marine Petroleum Network Inc. (the "Company") which will be held at the
offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas,
New York, New York on May 14, 2009 at 2:30 p.m., and related
materials.
At
the Meeting, shareholders of the Company will consider and vote upon
proposals:
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1.
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To
elect two Class C Directors to serve until the 2012 Annual Meeting of
Shareholders ("Proposal One");
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2.
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To
ratify the appointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A. as the Company's independent auditors for the fiscal year ending
December 31, 2009 ("Proposal Two");
and
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3.
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To
transact such other business as may properly come before the Meeting or
any adjournment thereof.
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Adoption
of Proposals One and Two requires the affirmative vote of a majority of the
shares of stock represented at the Meeting. We urge you to vote in favor of all
of the Proposals.
You
are cordially invited to attend the Meeting in person. If you attend the
Meeting, you may revoke your proxy and vote your shares in person.
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF
MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR
COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED.
ANY
SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT IN FAVOR OF
ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
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Very
truly yours,
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||
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/s/
E. Nikolas Tavlarios
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||
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E.
Nikolas Tavlarios
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||
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President
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AEGEAN
MARINE PETROLEUM NETWORK INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 14, 2009
NOTICE
IS HEREBY given that the Annual Meeting of Shareholders of Aegean Marine
Petroleum Network Inc. (the "Company") will be held at the offices of Kramer
Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New
York on May 14, 2009 at 2:30 p.m., for the following purposes, of which items 1
and 2 are more completely set forth in the accompanying Proxy
Statement:
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1.
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To
elect two Class C Directors to serve until the 2012 Annual Meeting of
Shareholders ("Proposal One");
|
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2.
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To
ratify the appointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A. as the Company's independent auditors for the fiscal year ending
December 31, 2009 ("Proposal Two");
and
|
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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The
board of directors has fixed the close of business on March 30, 2009 as the
record date for the determination of the shareholders entitled to receive notice
and to vote at the Annual Meeting or any adjournment thereof.
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF
MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR
COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY
SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT IN FAVOR OF
ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN
PERSON.
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By
Order of the Board of Directors
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||
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/s/
Spyridon Fokas
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||
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Spyridon
Fokas
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||
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Secretary
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||
April
13, 2009
Athens,
Greece
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AEGEAN
MARINE PETROLEUM NETWORK INC.
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PROXY
STATEMENT
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FOR
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||
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ANNUAL
MEETING OF SHAREHOLDERS
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TO
BE HELD ON MAY 14, 2009
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INFORMATION
CONCERNING SOLICITATION AND VOTING
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GENERAL
The
enclosed proxy is solicited on behalf of the board of directors of Aegean Marine
Petroleum Network Inc., a Marshall Islands corporation (the "Company"), for use
at the Annual Meeting of Shareholders to be held at the offices of Kramer Levin
Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York on
May 13, 2009 at 2:30 p.m., or at any adjournment or postponement thereof (the
"Meeting"), for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. This Proxy Statement and the accompanying form
of proxy are expected to be mailed to shareholders of the Company entitled to
vote at the Meeting on or about April 13, 2009.
VOTING RIGHTS AND
OUTSTANDING SHARES
On
March 30, 2009 (the "Record Date"), the Company had outstanding 43,001,803
shares of common stock, par value $0.01 per share (the "Common Shares"). Each
shareholder of record at the close of business on the Record Date is entitled to
one vote for each Common Share then held. One or more shareholders representing
at least a majority of the shares issued and outstanding shall be a quorum for
the purposes of the Meeting. The Common Shares represented by any proxy in the
enclosed form will be voted in accordance with the instructions given on the
proxy if the proxy is properly executed and is received by the Company prior to
the close of voting at the Meeting or any adjournment or postponement thereof.
Any proxies returned without instructions will be voted FOR the proposals set
forth on the Notice of Annual Meeting of Shareholders. Leveret International
Inc., the holder of approximately 35.1% of our outstanding common shares as of
the Record Date, and Mr. Peter C. Georgiopoulos, a holder of approximately 9.9%
of our outstanding common shares as of the Record Date, have indicated that they
intend to vote FOR the proposals set forth on the Notice of Annual Meeting of
Shareholders.
The
Common Shares are listed on the New York Stock Exchange ("NYSE") under the
symbol "ANW."
REVOCABILITY OF
PROXIES
A
shareholder giving a proxy may revoke it at any time before it is exercised. A
proxy may be revoked by filing with the Secretary of the Company at the
Company's principal executive office, 42 Hatzikyriakou Avenue, Piraeus 185 38
Athens, Greece, a written notice of revocation by a duly executed proxy bearing
a later date, or by attending the Meeting and voting in person.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
The
Company has seven directors on the board of directors, which is divided into
three classes. As provided in the Company's amended and restated Articles of
Incorporation, each director is elected to serve for a three year term and until
such director's successor is duly elected and qualified, except in the event of
his death, resignation, removal or earlier termination of his term of office.
The term of two Class C Directors expires at the Meeting. Accordingly, the board
of directors has nominated Abel L. Rasterhoff and George Konomos, each of whom
is a current Class C Director, for election as directors whose term would expire
at the Company's 2012 Annual Meeting of Shareholders.
Unless
the proxy is marked to indicate that such authorization is expressly withheld,
the persons named in the enclosed proxy intend to vote the shares authorized
thereby FOR the election of the following two nominees. It is expected that each
of these nominees will be able to serve, but if before the election it develops
that any of the nominees is unavailable, the persons named in the accompanying
proxy will vote for the election of such substitute nominee or nominees as the
current board of directors may recommend.
Nominees
for Election to the Company's Board of Directors
Information
concerning the nominees for director of the Company is set forth
below:
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Name
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Age
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Position
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Abel
L. Rasterhoff
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69
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Class
C Director
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George
Konomos
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70
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Class
C Director
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Certain
biographical information about each of these individuals is set forth
below.
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Abel L. Rasterhoff has served
as a member of the Company's board of directors and as the chairman of the
nominating and corporate governance committee and a member of the audit
committee since December 2006. Mr. Rasterhoff has also served as a member of the
compensation committee since February 2007. Mr. Rasterhoff is also a director of
Capital Product Partners, L.P., a company quoted on the Nasdaq Global Market,
and President of the national Netherlands-England Society. From 2004 to 2005,
Mr. Rasterhoff served on the supervisory board of Stichting Garantiefonds
Reisgelden in the Netherlands and as an advisor to the TUI Nederland Pension
Fund. Mr. Rasterhoff was a Member of the Executive Board and Chief Financial
Officer of TUI Nederland, the largest Dutch tour operator, from 2001 to 2004 and
from 1998 to 2000. He also served on the Executive Board of Connexxion, the
government
owned
public transport company, on an interim basis for six months in 2001. From 1991
to 1997, Mr. Rasterhoff was a Director and Vice President, Finance and Planning,
for Shell International Trading and Shipping Company Limited. During this period
he also served as a Board Member of the Securities and Futures Authority (SFA)
in London. In 1997, Mr. Rasterhoff retired after a 30-year career at various
Royal Dutch Shell companies, where he was extensively involved in the shipping
industry. From 1981 to 1984, Mr. Rasterhoff was Managing Director of Shell
Tankers B.V., Vice Chairman and Chairman-elect of the Dutch Council of Shipping
and a Member of the Dutch Government Advisory Committee on the North Sea. Mr.
Rasterhoff holds a graduate degree in business economics from the University of
Groningen in the Netherlands.
George Konomos has served as a
member of the Company's board of directors and as the chairman of the audit
committee since November 2008. Currently, Mr. Konomos is a Senior Advisor with
Latigo Partners L.P., an alternative asset manager and serves on the Board of
Directors of General Maritime Corporation. From 2000 to 2005, Mr. Konomos was
the Co- Portfolio Manager at Mellon-HBV Rediscovered Opportunities Fund. Mr.
Konomos' experience prior to joining Mellon-HBV includes 11 years as an
Investment Manager at Baker Nye Investments, service as a senior advisor to the
World Bank on privatizations and financial restructurings of state-owned
companies and a 14-year career in investment banking at Lehman Brothers and
Samuel Montague & Co. Mr. Konomos holds a bachelor's degree in economics
from the University of Arizona, a master's degree in economics from American
University and a juris doctor degree from George Washington University Law
School.
Required Vote. Approval of
Proposal One will require the affirmative vote of a majority of the votes cast
at the Meeting by the holders of shares entitled to vote at the
Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL
BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS
SPECIFIED.
PROPOSAL
TWO
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
The
board of directors is submitting for ratification at the Meeting the appointment
of Deloitte Hadjipavlou Sofianos & Cambanis S.A. as the Company's
independent auditors for the fiscal year ending December 31, 2009.
Deloitte
Hadjipavlou Sofianos & Cambanis S.A. has advised the Company that the firm
does not have any direct or indirect financial interest in the Company, nor has
such firm had any such interest in connection with the Company during the past
two fiscal years other than in its capacity as the Company's independent
auditors.
All
services rendered by the independent auditors are subject to review by the Audit
Committee.
Required Vote. Approval of
Proposal Two will require the affirmative vote of a majority of the shares of
stock represented at the Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT
OF DELOITTE HADJIPAVLOU SOFIANOS & CAMBANIS S.A. AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009. UNLESS REVOKED AS
PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH
APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The
cost of preparing and soliciting proxies will be borne by the Company.
Solicitation will be made primarily by mail, but shareholders may be solicited
by telephone, e-mail, or personal contact. The Board of Directors may retain the
services of a professional proxy solicitation service for soliciting
proxies.
EFFECT OF
ABSTENTIONS
Abstentions
will not be counted in determining whether Proposals One or Two have been
approved.
OTHER
MATTERS
No
other matters are expected to be presented for action at the Meeting. Should any
additional matter come before the Meeting, it is intended that proxies in the
accompanying form will be voted in accordance with the judgment of the person or
persons named in the proxy.
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By
Order of the Board of Directors
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||
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/s/
Spyridon Fokas
|
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Spyridon
Fokas
|
||
|
Secretary
|
||
April
13, 2009
Athens,
Greece