20-F: Costamare Inc. Details Securities Registered Under the 1934 Securities Exchange Act

Costamare Inc. outlines the material terms of its Common Stock and Series B, C, and D Preferred Stock as of December 31, 2024, as registered under Section 12 of the Securities Exchange Act of 1934.

Summary

• Costamare Inc., incorporated in the Republic of the Marshall Islands, has registered its Common Stock and Series B, C, and D Preferred Stock under Section 12 of the Securities Exchange Act of 1934.
• As of December 31, 2024, the company had 130,958,943 shares of Common Stock issued, with 119,954,433 outstanding and 11,004,510 held as treasury shares.
• For Preferred Stock, 2,000,000 shares of Series B were issued with 1,970,649 outstanding, 4,000,000 shares of Series C were issued with 3,973,135 outstanding, and 4,000,000 shares of Series D were issued with 3,986,542 outstanding.
• On July 15, 2024, Costamare completed the full redemption of all 4,574,100 outstanding shares of Series E Preferred Stock.
• Common stockholders are entitled to one vote per share and receive dividends as declared by the board, subject to the preferences of any outstanding Preferred Stock.
• In the event of dissolution or liquidation, common stockholders are entitled to receive pro rata share of the remaining assets after satisfying creditors and Preferred Stock liquidation preferences.
• Preferred stockholders generally have no voting rights, except in specific circumstances such as amendments to the Articles of Incorporation that adversely affect their rights, the issuance of parity or senior stock when dividends are in arrears, or as otherwise provided in the BCA.
• Holders of Preferred Stock are entitled to receive cumulative cash dividends when, as, and if declared by the board.
• The dividend rates are 7.625% for Series B, 8.50% for Series C, and 8.75% for Series D, per $25.00 of liquidation preference per share.
• The Preferred Stock is senior to Common Stock regarding dividends and liquidation rights but junior to all of the company's indebtedness and other liabilities.
• The Preferred Stock is not convertible into Common Stock and may be redeemed at the company's option for $25.00 per share plus accumulated and unpaid dividends.
• Costamare adopted a shareholder rights plan on October 19, 2010, which could issue preferred share rights and additional shares of Common Stock if a third party seeks to acquire a substantial block of the company's Common Stock.
• The company's board of directors is classified, serving staggered, three-year terms, which could discourage tender offers or attempts to control the company.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment, as it primarily provides factual information about the company's securities and governance structure. It does not express opinions or predictions about future performance.

Positives

• Preferred Stock holders are entitled to receive cumulative cash dividends when, as, and if declared by the board.
• The company has the option to redeem each class of Preferred Stock at $25.00 per share plus any accumulated and unpaid dividends.

Negatives

• Preferred Stock holders have extremely limited voting rights.
• The classified board of directors could discourage a third party from making a tender offer for the shares or attempting to obtain control of the company.

Risks

• The classified board structure could delay shareholders who disagree with board policies from removing a majority of the board for two years.
• The shareholder rights plan could substantially impede the ability of public stockholders to benefit from a change in control.

Future Outlook

The document does not contain specific forward-looking statements beyond the general rights and potential actions related to the securities described.

Industry Context

This announcement is a standard disclosure for publicly traded companies, providing transparency regarding their capital structure and shareholder rights. It does not offer specific insights into industry trends but ensures compliance with regulatory requirements.

Comparison to Industry Standards

• The capital structure and shareholder rights outlined are typical for publicly traded companies, particularly those incorporated in jurisdictions like the Marshall Islands, which often mirror Delaware corporate law.
• The use of classified boards and shareholder rights plans are common defensive measures against hostile takeovers, seen in various publicly listed companies across different sectors.
• The dividend rates for the preferred shares are within the range of typical preferred stock offerings, reflecting market conditions at the time of issuance.

Corporate Governance

Stakeholder Impact

• Shareholders: The document informs shareholders about their rights, voting power, and potential dilution risks.
• Potential Acquirers: The classified board and shareholder rights plan may deter potential acquirers.
• Creditors: The document outlines the seniority of debt over equity, which is relevant to creditors.

Key Dates

Keywords

preferred stock, common stock, securities, dividends, Costamare, voting rights, redemption, liquidation, shareholder rights plan, capital stock