11:07:40 EDT Wed 10 Jun 2026
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Involuntary Removal of Directors of Pangaea Logistics Solutions Ltd. Raises Serious Corporate Governance Concerns

Former directors intend to communicate with third parties, including investment bankers, to seek potential transactions for the company to maximize shareholder value, including a sale of the company, and to potentially requisition a shareholder meeting to call for a vote of “no confidence” in the Board

2026-06-10 08:49 ET - News Release

Former directors of Pangaea Logistics Solutions Ltd. have issued the following statement following the involuntary removal of three members of Pangea's Board of Directors.

The removal of Eric S. Rosenfeld, David D. Sgro and Anthony Laura from the Board of Directors of Pangaea Logistics Solutions Ltd. (NASD: PANL) (the “Company”) raises serious questions as to the Board’s actions.

NEW YORK, June 10, 2026 (GLOBE NEWSWIRE) -- On June 7, 2026, Eric S. Rosenfeld, David D. Sgro and Anthony Laura were removed from the Board of Directors of Pangaea Logistics Solutions Ltd. (NASD: PANL) (the “Company”), raising serious questions as to whether the action was taken for an improper purpose. Directors must exercise the powers conferred on them only for the purposes for which those powers were given. To do otherwise — such as to entrench control or to silence dissent — constitutes a breach of fiduciary duty. Collectively, the three removed directors own, directly or indirectly, approximately 2.5 percent of the Company.

As a result of these removals, the influence of Strategic Shipping Inc. — a significant shareholder in the Company — has materially increased. The board nominees of this shareholder are now three out of seven remaining directors, all of whom approved the involuntary removal of Messrs. Rosenfeld, Sgro and Laura. To terminate these longstanding directors without allowing the broader shareholder group who elected them to determine whether they should remain on the board represents a deeply troubling development. It signals a culture in which dissenting voices are silenced and open debate is actively discouraged. These actions represent a significant departure from the principles of sound corporate governance.

The directors removed collectively possess substantial expertise in capital markets transactions, strategic financings, mergers and acquisitions, corporate development and corporate governance — competencies that are indispensable during periods of strategic change or when opportunities arise to maximize shareholder value. Their removal immeasurably weakens the Board at a time when such skills could prove critical to the Company’s future. Further, Messrs. Sgro and Laura were members of the audit committee with Mr. Sgro serving as its chairman and the Company’s “audit committee financial expert.” Aside from financial oversight, the audit committee reviews all related party transactions. To remove two-thirds of the members of the audit committee at the same time could significantly impact the Company’s financial oversight.

Healthy boards thrive on robust discussion where alternative perspectives are viewed as assets rather than obstacles, and where diverse expertise and independent oversight are welcomed. When those attributes are diminished, so too is the Board’s ability to fulfill its fiduciary obligations and act in the best interests of the Company.

Given the above, Messrs. Rosenfeld, Sgro and Laura intend to communicate with third parties, including investment bankers, to seek potential transactions for the Company to maximize shareholder value, including the sale of the Company. The removed directors invite interested parties to contact them to discuss the foregoing. The removed directors also intend to explore requisitioning a special general meeting of the shareholders of the Company to call for a vote of “no confidence” in the Company’s Board of Directors and other matters. This meeting would afford all shareholders of the Company the opportunity to have their voices heard at a time when the Company’s directors appear determined to shut down discussion and disregard alternative views. These individuals are also discussing with counsel whether it is appropriate to take legal action against the Company and its board members for breaches of fiduciary duties.

Forward-Looking Statements
This press release contains forward-looking statements regarding current expectations and beliefs. These statements are not guarantees of future action or performance and are subject to certain risks and uncertainties that are difficult to predict. Forward-looking statements contained in this announcement are made as of this date, and no party hereto undertakes a duty to update such information except as required under applicable law. The individuals named in this press release also have interests that may be different than those of other investors in the Company. They may also engage in transactions in the Company’s securities subject to compliance with applicable laws. Investors should not place undue reliance on any statement contained herein. 

Media Contacts

Eric Rosenfeld
CEO, Crescendo Partners
(212) 319-7676
Erosenfeld@crescendopartners.com


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