Eagle Bulk Shipping Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

At the Effective Time, in accordance with the terms of the Merger Agreement, all of the directors of Eagle ceased serving as directors of Eagle or as members of any and all committees of Eagle's board of directors. The departures were not due to any disagreement with Eagle regarding any matter related to Eagle's operations, policies or practices. Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub as of immediately prior to the Effective Time, which consisted of Simos Spyrou and Christos Begleris, became the directors of Eagle as the surviving corporation.

Officers

Also at the Effective Time, in accordance with the terms of the Merger Agreement, all officers of Eagle ceased serving as officers of Eagle. The departures were not due to any disagreement with Eagle regarding any matter related to Eagle's operations, policies or practices. Pursuant to the terms of the Merger Agreement, at the Effective Time, the officers of Merger Sub as of immediately prior to the Effective Time, which consisted of Simos Spyrou and Christos Begleris, became the officers of Eagle as the surviving corporation.

CEO Separation and Release Agreement

On April 4, 2024, Star Bulk, Eagle, and Eagle's subsidiary, Eagle Shipping International (USA) LLC, a Republic of the Marshall Islands limited liability company (the "Employer"), entered into a separation and release agreement with Gary Vogel, the Chief Executive Officer of Eagle (the "CEO Separation Agreement"), pursuant to which the parties agreed that Mr. Vogel's final date of employment would be the date of the closing of the Merger and that his termination of employment on the date of the closing of the Merger would constitute a termination by Mr. Vogel for Good Reason (as defined in Mr. Vogel's employment agreement, dated as of October 29, 2021, among Eagle, the Employer and Mr. Vogel (the "Vogel Employment Agreement")), and that the related Good Reason cure period would be waived. Pursuant to the CEO Separation Agreement, Mr. Vogel is entitled to all of the compensation and benefits provided in accordance with the Vogel Employment Agreement in exchange for Mr. Vogel's release of claims against Eagle, the Employer and related parties, including, the following: (i) a lump sum payment, within 60 days following termination, equal to 1.5 times the sum of his annual base salary plus 75% of his target annual bonus; (ii) and subject to his timely election of COBRA continuation coverage, reimbursement for the costs of COBRA premiums for 18 months following termination, which will include up to $18,392 in respect of health reimbursement arrangement benefits and Armada Care (as per the Employer's existing policy) and (iii) accelerated vesting of any unvested equity awards, with any performance criteria deemed satisfied at the target level. 

The foregoing descriptions of the Vogel Employment Agreement and the CEO Separation Agreement do not purport to be complete and are subject to, and qualified in their entirety, by the full text of the Vogel Employment Agreement, which was attached as Exhibit 10.1 to Eagle's Current Report on Form 8-K filed with the SEC on November 1, 2021, and is incorporated into this Item 5.02 of this Current Report on Form 8-K by reference, and the full text of the CEO Separation Agreement, which is attached as Exhibit 10.2 hereto, and is incorporated into this Item 5.02 of this Current Report on Form 8-K by reference.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.