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 April 2010
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 the
Proxy Statement for Annual Meeting of Shareholders to be held on May 13, 2010 of
Aegean Marine Petroleum Network Inc.
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.
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AEGEAN MARINE PETROLEUM
NETWORK
INC.
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(registrant)
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Dated: April
27, 2010
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By:
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/s/
E. Nikolas Tavlarios
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Name:
E. Nikolas Tavlarios
Title:
President
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SK 23250
0002 1094925
Exhibit
1
April 13,
2010
TO THE
SHAREHOLDERS OF
AEGEAN
MARINE PETROLEUM NETWORK INC.
Enclosed
are a Notice of the 2010 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 13, 2010 at 10:30 a.m. Eastern Time, 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 A Directors to serve until the 2013 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, 2010 ("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
votes cast at the Meeting by the holders of shares entitled to vote at the
Meeting and the affirmative vote of a majority of the shares of stock
represented at the Meeting, respectively. 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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/s/
E. Nikolas Tavlarios
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E.
Nikolas Tavlarios
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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 13, 2010
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 13, 2010 at 10:30 a.m. Eastern Time, 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 A Directors to serve until the 2013 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, 2010 ("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 29, 2010 as the record
date for the determination of the shareholders entitled to receive notice and to
vote at the Annual Meeting of Shareholders 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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/s/
Spyridon Fokas
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Spyridon
Fokas
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Secretary
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April 13,
2010
Athens,
Greece
AEGEAN
MARINE PETROLEUM NETWORK INC.
______________________
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 13, 2010
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
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, 2010 at 10:30 a.m. Eastern Time, 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, 2010.
VOTING RIGHTS AND
OUTSTANDING SHARES
On March
29, 2010 (the "Record Date"), the Company had outstanding 47,688,953 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 in the Notice of Annual
Meeting of Shareholders. Leveret International Inc., the holder of
approximately 31.8% of the Company's outstanding common shares as of the Record
Date, and Mr. Peter C. Georgiopoulos, a holder of approximately 9.0% of the
Company's outstanding common shares as of the Record Date, have indicated that
they intend to vote FOR the proposals set forth in 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 A Directors expires at the
Meeting. Accordingly, the board of directors has nominated Yiannis N.
Papanicolaou and Konstantinos D. Koutsomitopoulos, each of whom is a current
Class A Director, for election as directors whose term would expire at the
Company's 2013 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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Yiannis
N. Papanicolaou
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58
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Class
A Director
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Konstantinos
D. Koutsomitopoulos
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42
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Class
A Director
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Certain
biographical information about each of these individuals is set forth
below.
Yiannis N. Papanicolaou has
served as a member of the Company's board of directors and the chairman of the
compensation committee and a member of the audit committee since December 2006.
Since 2004, Mr. Papanicolaou has been an independent consultant to various
companies. From 1998 to 2004, Mr. Papanicolaou has served as Director General of
the International Center for Black Sea Studies and from 1997 to 2005 as
Alternate Governor of Greece at the Black Sea Trade and Development Bank.
Between 1989 and 1996, Mr. Papanicolaou was employed as an independent
consultant to various companies. Prior to that, Mr. Papanicolaou had a career in
government where he served, among other positions, as Chief Economic Advisor to
the Prime Minister of Greece, Chairman of the Council of Economic Advisors to
the Ministry of National Economy and Special Advisor to the Minister of Foreign
Affairs of the Hellenic Republic. Mr. Papanicolaou has studied economics at the
National University of Athens, the London School of Economics and the London
Graduate School for Business Studies.
Konstantinos D.
Koutsomitopoulos has served as a member of the Company's board of
directors since May 2008 and as a member of the compensation and nominating and
corporate governance committees. Mr. Koutsomitopoulos currently serves as an
independent consultant to various companies. From October 2004 to May 2007, Mr.
Koutsomitopoulos was employed at Diana Shipping Inc., a publicly traded company
with shares listed on the New York Stock Exchange. While at Diana, he served as
President and Head of Corporate Development from March 2006 to May 2007, and as
Chief Financial Officer and Treasurer from February 2005 to March 2006. Mr.
Koutsomitopoulos joined Pegasus Shipping Inc. in 1992. From 1997 to 2003, he was
responsible for chartering, sales and purchasing and assisting in financing
activities of the company, holding the positions of Chief Executive Officer and,
subsequently, Director. Mr. Koutsomitopoulos holds a bachelor's degree in
economics from the University of Athens and a master's degree in shipping, trade
and finance from City University Business School in London.
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, 2010.
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, 2010. 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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/s/
Spyridon Fokas
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Spyridon
Fokas
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Secretary
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April 13,
2010
Athens,
Greece