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
of the Securities Exchange Act of 1934

 

Date of report: April 13, 2016

Commission File Number: 001-36028

 

ARDMORE SHIPPING CORPORATION

(Exact name of Registrant as specified in its charter)

 

Cumberland House, 1 Victoria Street, 5^th Floor
Hamilton, HM11, Bermuda

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

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).

Yes o No x

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).

Yes o No x

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Item 1 — Information Contained in this Form 6-K Report

Attached as Exhibit I is a copy of the 2016 Proxy Statement of Ardmore Shipping Corporation (the “Company”), dated April 13, 2016.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY:

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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.

ARDMORE SHIPPING CORPORATION

Date: April 13, 2016		By: /s/ Anthony Gurnee Anthony Gurnee Chief Executive Officer (Principal Executive Officer)

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		ARDMORE SHIPPING CORPORATION Cumberland House, 1 Victoria Street, 5th Floor, Hamilton, HM11, Bermuda
		April 13, 2016

Dear Shareholder,

On behalf of the Board of Directors, it is my pleasure to extend to you an invitation to attend the 2016 Annual Meeting of Shareholders of Ardmore Shipping Corporation. The annual meeting will be held at:

Place:		Cumberland House 1 Victoria Street, 5th Floor Hamilton, HM11 Bermuda
Date:		Tuesday, May 24, 2016
Time:		9:00 a.m. Atlantic Time

The Notice of Annual Meeting and Proxy Statement describes the business to be transacted at the annual meeting and provides other information concerning Ardmore Shipping Corporation. The purposes of the annual meeting will be to:

We are furnishing proxy materials to our shareholders over the Internet. On or about April 13, 2016, we will mail to our shareholders a notice containing instructions on how to access our 2016 proxy statement and annual report via the Internet and vote online. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery to receive future annual materials via email.

We know that many of our shareholders will be unable to attend the annual meeting. Proxies are solicited so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the annual meeting. Whether or not you plan to attend the annual meeting, we hope that you will have your stock represented by voting online, or by completing and returning a proxy card or voting instruction card, as soon as possible. You may, of course, attend the annual meeting and vote in person even if you have previously voted online or submitted your proxy card or voting instructions.

Sincerely,
 
/s/ ANTHONY GURNEE

ANTHONY GURNEE
Chief Executive Officer

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2016 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
 
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			2
Why am I receiving these materials?			2
What information is contained in this proxy statement?			2
How may I obtain Ardmore’s annual report to shareholders?			2
How may I obtain Ardmore’s Annual Report on Form 20-F filed with the Securities and Exchange Commission?			2
What items of business will be voted on at the annual meeting?			2
How does the Board recommend that I vote?			2
The Board recommends that you vote your shares “FOR” each of the nominees to the Board.			2
What shares can I vote?			2
What is the difference between holding shares as a shareholder of record and as a beneficial owner?			3
How can I attend the annual meeting?			3
How can I vote my shares in person at the annual meeting?			3
How can I vote my shares without attending the annual meeting?			3
Can I change my vote?			3
Is my vote confidential?			4
How many shares must be present or represented to conduct business at the annual meeting?			4
How are votes counted?			4
What is the voting requirement to approve each of the proposals?			4
Is cumulative voting permitted for the election of directors?			4
What happens if additional matters are presented at the annual meeting?			5
What should I do if I receive more than one set of voting materials?			5
How may I obtain a separate set of voting materials?			5
Who will bear the cost of soliciting votes for the annual meeting?			5
Where can I find the voting results of the annual meeting?			5
What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?			6
How may I communicate with Ardmore’s Board or the non-management directors on Ardmore’s Board?			6
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			7
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT			9
PROPOSALS TO BE VOTED ON			10
PROPOSAL NO. 1 ELECTION OF DIRECTORS			10
INFORMATION ABOUT THE DIRECTOR NOMINEES			10

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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			13
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			14
EXECUTIVE OFFICERS AND SENIOR MANAGEMENT			15
PRINCIPAL AUDITOR FEES AND SERVICES			17
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			18

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ARDMORE SHIPPING CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time and Date		Tuesday, May 24, 2016 9:00 a.m. Atlantic Time
Place		Cumberland House 1 Victoria Street, 5th Floor Hamilton HM11 Bermuda
Items of Business		(1) To elect three Class III directors to our Board of Directors for a term of three years.
		(2) To transact such other business as may properly come before the annual meeting.
Adjournments and Postponements		Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
Record Date		The record date for the annual meeting is April 4, 2016. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting.
Internet Availability		We are furnishing proxy materials to our shareholders over the Internet. On or about April 13, 2016, we will mail to our shareholders a notice containing instructions on how to access our 2016 proxy statement and annual report via the Internet and vote online. The notice also provides instructions on how shareholders can request a paper copy of these documents, if they desire, and how shareholders can enroll in e-delivery to receive future annual materials via email.
Voting		Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers beginning on page 2 of the proxy statement and the instructions on the proxy or voting instruction card.

By Order of the Board of Directors
 
/s/ PAUL TIVNAN

PAUL TIVNAN
Secretary

April 13, 2016

This notice of annual meeting and proxy statement and form of proxy are being distributed on or about
April 13, 2016.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Ardmore Shipping Corporation
Cumberland House, 1 Victoria Street, 5^th Floor
Hamilton, HM11, Bermuda
Attention: Investor Relations
Telephone: +1 441 405 7800
Email: info@ardmoreshipping.com

We will also furnish any exhibit to the Form 20-F, if specifically requested.

You may vote all shares owned by you as of the record date for the annual meeting, including (1) shares held directly in your name as the shareholder of record, and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank.

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Shareholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by us. As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting. We have enclosed or sent a proxy card for you to use.

Beneficial Owner

If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the annual meeting.

Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should have provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

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If you provide specific instructions for a given item, your shares will be voted as you instruct on such item. If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (i.e., “FOR” all of Ardmore’s nominees to the Board, and in the discretion of the proxyholders on any other matters that properly come before the meeting.)

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

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Ardmore Shipping Corporation
Cumberland House, 1 Victoria Street, 5^th Floor
Hamilton, HM 11, Bermuda
Attention: Investor Relations
Telephone: +1 441 405 7800
Email: info@ardmoreshipping.com

Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may contact us as indicated above to request delivery of a single copy of these materials.

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Shareholder Proposals

For a shareholder proposal to be considered for inclusion in our proxy statement for the annual meeting next year, the written proposal must be received by our Secretary at the address set forth below no later than January 24, 2017. Such proposals also will need to comply with our bylaws provisions regarding business to be brought before a shareholder meeting. Proposals should be delivered or sent by mail, addressed to:

Ardmore Shipping Corporation
Cumberland House, 1 Victoria Street, 5^th Floor
Hamilton, HM11, Bermuda
Attention: Secretary

For a shareholder proposal that is not intended to be included in our proxy statement as described above, the shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to approve that proposal, provide the information required by our bylaws and give timely notice to our Secretary in accordance with the bylaws, which, in general, require that the notice be received by the Secretary not less than 120 days or more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders.

Nomination of Director Candidates

You may propose director candidates for consideration by the Board’s Nominating and Corporate Governance Committee. Any such recommendation should include the nominee’s name and qualifications for Board membership, comply with the further requirements set forth in our bylaws provisions regarding nomination of director candidates and be sent to our Secretary at the address set forth above. Please read “Corporate Governance Principles and Board Matters — Consideration of Director Nominees” below. In addition, our bylaws permit shareholders to nominate directors for election at an annual shareholder meeting. To nominate a director, the shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to elect such nominee and provide the information required by our bylaws, as well as a statement by the nominee acknowledging that he or she consents to being nominated and will serve as a director if elected. In addition, the shareholder must give timely notice to our Secretary in accordance with the bylaws, which, in general, require that the notice be received by the Secretary within the time period described above under “Shareholder Proposals.”

Copy of Bylaws Provisions

You may contact our Secretary at the address set forth above for a copy of the relevant bylaws provisions containing the requirements for making shareholder proposals and nominating director candidates. Our bylaws are attached as Exhibit 3.2 to our Form F-1/A Registration Statement filed with the SEC on July 22, 2013, and available on the SEC’s EDGAR database on the SEC’s website at www.sec.gov.

Ardmore Shipping Corporation
Cumberland House, 1 Victoria Street, 5^th Floor
Hamilton, HM11, Bermuda
Attention: Chairman
Fax: + 1 441 292 6140

Communications that are intended specifically for non-management directors should be addressed to the Nominating and Corporate Governance Committee and sent to the above address.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Ardmore is committed to sound corporate governance principles. These principles contribute to our business success and are essential to maintaining our integrity in the marketplace. Our Code of Ethics is available under the “Investor Relations — Corporate Governance” section of our website at www.ardmoreshipping.com.

Board Independence

The Board has determined that each of our directors, except for (i) Anthony Gurnee, our Chief Executive Officer and President, (ii) Niall McComiskey, who is a Director at Greenbriar Equity Group LLC, whose affiliates manage funds that own approximately 98.6% of GA Holdings LLC, our largest shareholder, and (iii) Reginald Jones, who is the co-founder and Managing Partner of Greenbriar Equity Group LLC, are “independent” under the rules of the New York Stock Exchange (or the NYSE), as currently in effect. Two of the current directors standing for re-election at the annual meeting, Brian Dunne and Curtis McWilliams, are independent directors.

Board Structure and Committee Composition

We have chosen to separate the positions of Chairman of the Board and Chief Executive Officer and to have those positions occupied by different individuals, believing that the primary purpose of the Chairman of the Board and the Board is to protect shareholders’ interests by providing oversight of management and that such separation consequently promotes greater management accountability to our shareholders.

As of the date of this proxy statement, the Board has eight directors and the following standing committees: (1) Audit, (2) Nominating and Corporate Governance, and (3) Compensation. The function of each of the committees is described later in this section. Each of the committees operates under a written charter adopted by the Board. All of the committee charters are available under the Investor Relations section of our website at www.ardmoreshipping.com. During 2015, the Board held seven meetings. All of our directors attended all of these board meetings. Each member of the Board committees attended all of their respective committee meetings in 2015. The membership of each of the committees for 2015, and as of the date of this proxy statement, and the number of meetings of each committee held in 2015, are as follows:

Name of Director

Audit

Compensation

Nominating and Corporate Governance

Independent Directors:

Brian Dunne

X*

X

Albert Enste

X

Alan Robert McIlwraith

X

Curtis McWilliams

X

Peter Swift

X

Non-independent Directors:

Anthony Gurnee

Reginald Jones

X*

X*

Niall McComiskey

X

X

Number of Meetings in 2015

7

2

1

Audit Committee

Our Audit Committee is composed of three voting members and one non-voting member. The Board has determined that each voting member of the Audit Committee is “independent” under the applicable rules of the NYSE and the rules and regulations of the SEC, as currently in effect. All members of the committee are financially literate and the Board has determined that Brian Dunne qualifies as an audit committee financial

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expert. The Audit Committee, among other things, reviews our external financial reporting, engages our external auditors and oversees our financial reporting, procedures and the adequacy of our internal accounting controls.

The report of the Audit Committee is included on page 18 of this proxy statement.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of one director who is independent under the rules of NYSE, as currently in effect, and two non-independent directors. The Nominating and Corporate Governance Committee recommends director and committee member candidates to the Board. The committee also advises the board regarding corporate governance practices.

Compensation Committee

Our Compensation Committee is composed of two directors who are independent under the rules of NYSE, as currently in effect, and one non-independent director. The Compensation Committee oversees our equity incentive plan and recommends director and senior employee compensation.

Consideration of Director Nominees

The Nominating and Corporate Governance Committee uses a variety of methods to identify director nominees, such as professional search firms, shareholders or others. The committee considers properly submitted shareholder nominations for Board candidates. In evaluating director nominees, the committee considers the qualifications, skills, experience, background and knowledge of the nominees in light of the overall composition of the existing Board. For a description of the process for nominating directors in accordance with our bylaws, please read “Questions and Answers about the Proxy Materials and the Annual Meeting — What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?” on page 6 of this proxy statement.

Exemptions from NYSE Corporate Governance Rules

Pursuant to an exception for “foreign private issuers”, we, as a Marshall Islands company that satisfies the other requirements to qualify as a foreign private issuer, are not required to comply with certain corporate governance practices followed by U.S. companies under the NYSE listing standards. We believe that our established corporate governance practices provide adequate protection to our shareholders. In this respect, we have voluntarily adopted a number of NYSE required practices, such as (i) having a majority of independent directors and (ii) establishing a compensation committee and a nominating and corporate governance committee.

The following are the significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies listed on the NYSE:

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COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

Compensation Philosophy

Our director and executive compensation policy aims to align the interests of our directors and management with those of our shareholders. In this regard, we have determined that it will generally be beneficial to us and to our shareholders for our directors and management to have a stake in our long-term performance. We expect to have a meaningful component of our compensation package for our directors and management consist of equity interests in Ardmore in order to provide them on an on-going basis with a meaningful percentage of ownership in Ardmore.

Equity Incentive Plan

Our directors and officers are eligible to receive awards under our equity incentive plan. The plan provides incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, unrestricted stock and other equity-based or equity-related awards that the plan administrator determines are consistent with the purposes of the plan and the interests of Ardmore. The plan is administered by the Compensation Committee. For additional information about the plan and awards granted to certain of our officers and directors during 2015, please see Item 6.B. of our Annual Report on Form 20-F for the year ended December 31, 2015.

Director and Senior Management Compensation

We paid $2.1 million in aggregate compensation to members of our senior executive officers in 2015, which includes the grant date fair value of awards granted to them for 2015 under our equity incentive plan, calculated in accordance with ASC 718 (but excluding the effect of any forfeitures). In 2015, each of our non-employee directors annually receives cash compensation in the aggregate amount of $35,000, plus an additional fee of $12,500 for each committee for which a director serves as Chairman, plus reimbursements for actual expenses incurred while acting in their capacity as a director. Our Chairman receives an additional $25,000 per year. We paid $602,971 in aggregate compensation to our directors in 2015, which includes stock-based compensation (based on the grant date fair value of awards granted to them during the year calculated in accordance with ASC 718, but excluding the effect of any forfeitures).

Each director and officer is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.

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PROPOSALS TO BE VOTED ON
 
PROPOSAL NO. 1
ELECTION OF DIRECTORS

Ardmore’s Board currently consists of eight directors divided into three classes: Class I, Class II and Class III. The number of directors in each class is required to be as nearly equal as possible. At the 2016 annual meeting, shareholders will elect three Class III directors to serve for three-year terms until the 2019 annual meeting and until their successors are elected. The remaining five directors are divided into two Class I directors and three Class II directors, whose terms expire in 2017 and 2018, respectively. Votes may not be cast for a greater number of director nominees than three.

Information regarding the business experience of each nominee and each continuing director is provided below. There are no family relationships among our executive officers and directors.

If you sign your proxy or voting instruction card but do not give instructions for the voting of directors, your shares will be voted “FOR” the three persons recommended by the Board. If you wish to give specific instructions for the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card.

The three persons receiving the highest number of “FOR” votes represented by shares of Ardmore’s common stock, present in person or represented by proxy and entitled to be voted at the annual meeting, will be elected.

The Board expects that all of the nominees will be available to serve as directors. If for any unforeseen reason any of the Board’s nominees is not available as a candidate for director, the proxyholders, Anthony Gurnee and Paul Tivnan, will vote your proxy for such other candidate or candidates as may be nominated by the Board, unless the Board chooses to reduce the number of directors serving on the Board.

The Board recommends a vote FOR the election to the Board of each of the following nominees:

INFORMATION ABOUT THE DIRECTOR NOMINEES

Brian Dunne
Director since 2013
Age 49

Mr. Brian Dunne is a director of the Company. Mr. Dunne is a director of a number of companies in the aviation, finance and insurance sectors, and has served as a director of Ardmore since June 2010. Mr. Dunne was the Chief Financial Officer of ACE Aviation Holdings Inc. (“ACE”) from 2005 until 2012 and was the President of the company in 2011 and 2012. ACE was the parent holding company of the reorganized Air Canada and a number of other entities including Aeroplan LP (now AIMIA Inc.) and Air Canada Jazz (now Chorus Aviation Inc.). Mr. Dunne was also a director of Air Canada from its initial public offering in 2006 until 2008. Prior to joining ACE, Mr. Dunne was Chief Financial Officer and a director of Aer Lingus Group plc. He started his career at Arthur Andersen in 1987 and became a partner in 1998. Mr. Dunne is a Fellow of the Institute of Chartered Accountants in Ireland and holds a Bachelor of Commerce degree and a post graduate diploma in Professional Accounting from the University College Dublin.

Reginald Jones
Director since 2013
Age 56

Mr. Reginald Jones is our Chairman and a director. Mr. Jones has been the Chairman and a director of Ardmore since 2010. Mr. Jones is a co-founder and Managing Partner of Greenbriar Equity Group LLC. Prior to founding Greenbriar in 1999, Mr. Jones spent 13 years at Goldman, Sachs & Co., where he was a Managing Director and Group Head of global transportation investment banking. During his time there, Mr. Jones managed a number of the firm’s largest corporate clients and led the execution of significant transactions related to mergers and acquisitions, equity and debt financings, leveraged buyouts, recapitalizations, and principal investments. Prior to Goldman Sachs, he worked as a consultant at Bain & Company. Mr. Jones earned a BA from Williams College and an MBA from the Harvard Business School.

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Curtis McWilliams
Director since 2016
Age 60

Mr. Curtis McWilliams was appointed as a director by the board of directors in January 2016. Mr. McWilliams is a real estate industry veteran with over 25 years of experience in finance and real estate. He currently serves as a member of the Ashford Hospitality Prime, Inc. Board of Directors. He retired from his position as President and Chief Executive Officer of CNL Real Estate Advisors, Inc. in 2010 after serving in the role since 2007. Mr. McWilliams was also the President and Chief Executive Officer of Truststreet Properties Inc. from 1997 to 2007, and a director of the company from 2005 to 2007. He served on the Board of Directors and as the Audit Committee Chairman of CNL Bank from 1999 to 2004 and has over 13 years of investment banking experience at Merrill Lynch & Co. Mr. McWilliams has a Master’s degree in Business with a concentration in Finance from the University of Chicago Graduate School of Business and a Bachelor of Science in Engineering in Chemical Engineering from Princeton University.

INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE

Class I Directors (terms expire in 2017)

Albert Enste
Director since 2013
Age 57

Mr. Albert Enste has served as a director of Ardmore since its IPO in August 2013. Mr. Enste currently serves as an active partner and Managing Director of both Enste & American Investors Holding Gmbh and Federnfabrik Schmid AG. He also currently serves on the boards of People Guard USA and Federnfabrik Schmid AG Switzerland. Between 2006 and 2011, Mr. Enste served as the Vice President and General Manager of International Business at Electro-Motive Diesel, Inc. From 2000 to 2001, Mr. Enste headed worldwide locomotive sales as Vice President of Locomotives at DaimlerChrysler Rail Systems ADtranz and continued to hold this position, as well as that of Senior Director until 2006 with Bombardier Transportation after they acquired DaimlerChrysler Rail Systems ADtranz. Mr. Enste holds a Master of Engineering from the Technical University of Munich.

Peter Swift
Director since 2013
Age 71

Dr. Peter Swift has served as a director of Ardmore since its IPO in August 2013. Dr. Swift has had a distinguished career spanning 45 years in the maritime industry, and is presently serving in non-profit and charitable directorships, including acting as the Chairman of the Maritime Piracy Humanitarian Response Programme, as a Member for both the American Bureau of Shipping and the IMO Committee of the Royal Institution of Naval Architects, and as a Director of the Maritime Industry Foundation. Dr. Swift was previously the Managing Director of INTERTANKO from 2000 to 2010 and a Director of Seascope Shipping Limited from 1999 to 2001. He was employed by Royal Dutch Shell from 1975 to 1999 in a range of commercial and technical roles. Dr. Swift holds a PhD in Transport Economics, an MSc. in Engineering degree from the University of Michigan, and a BS in Naval Architecture from the University of Durham. He is a Chartered Engineer and a Fellow of the Royal Institution of Naval Architects.

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INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE

Class II Directors (terms expire in 2018)

Anthony Gurnee
Director since 2013
Age 56

Mr. Anthony Gurnee has been our President, Chief Executive Officer and a director of Ardmore since 2010. Between 2006 and 2008, he was the Chief Executive Officer of Industrial Shipping Enterprises, Inc., a containership and chemical tanker company, and Chief Operating Officer of MTM Group, an operator of chemical tankers. From 1992 to 1997, he was the Chief Financial Officer of Teekay Corporation, where he led the company’s financial restructuring and initial public offering. Mr. Gurnee began his career as a financier with Citicorp, and he served for six years as a surface line officer in the US Navy, including a tour with naval intelligence. He is a graduate of the US Naval Academy and earned an MBA at Columbia Business School, is a CFA charter holder, and a fellow of the Institute of Chartered Shipbrokers.

Niall McComiskey
Director since 2013
Age 35

Mr. Niall McComiskey is a director of the Company. Mr. McComiskey was appointed as a director of Ardmore in March 2011. Mr. McComiskey is also a Director at Greenbriar Equity Group LLC. Prior to joining Greenbriar, Mr. McComiskey was a Vice President at HSH Nordbank AG from 2004 to 2006, where he led many of the firm’s investment activities in the transportation sector. Previously, Mr. McComiskey worked in the Mergers and Acquisitions Group at Deutsche Bank AG. Mr. McComiskey holds a BA in economics from Yale University. He also serves as a director of Grakon International, Inc.

Alan Robert McIlwraith
Director since 2013
Age 61

Mr. Robert McIlwraith has served as a director of Ardmore since its IPO in August 2013. Mr. McIlwraith has been an owner of Redwood Management Consultants since April 2011 and has served as Chairman of the Exeter Initiative for Science and Technology (ExIST) since June 2011. He has also served as Chairman of the Trustees of AmSafe Bridport Pension Scheme since 2000, has been teaching Accounting and Finance and Management Studies at INTO University of Exeter since January 2011, became a chamber member at the Exeter Chamber of Commerce and Industry in April 2013, and has served as a Trustee of Sidmouth Hospiscare since 2011. He previously served as the President of Align Aerospace France from October 2011 to August 2012 and as a Managing Director and Executive Vice President for the global aerospace and defense business Amsafe from 1998 to 2011. Mr. McIlwraith earned his Bachelor’s degree in Mechanical Engineering from Cardiff University and is a Chartered Engineer and a Member of the Institution of Mechanical Engineers.

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COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership, as of April 4, 2016 (except as otherwise noted), of our common stock by:

The information provided in the table is based on information filed with the SEC and information provided to us.

The number of shares beneficially owned by each person, entity, director, executive officer or other member of senior management is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power. In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of June 3, 2016 (60 days after April 4, 2016) through the exercise of any stock option or other right; however, any such share are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.

Beneficial Ownership Table

Name of Beneficial Owner		Number of Common Shares Beneficially Owned				Percentage of Common Shares Beneficially Owned(1)
GA Holdings LLC(2)			4,348,798				16.8	%
Donald Smith & Co. Inc.(3)			2,620,958				10.1	%
FMR LLC(4)			2,166,847				8.4	%
Royce & Associates, LLC(5)			1,339,503				5.2	%
All directors, executive officers and senior management, as a group(6)				*				*

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During 2015, there were no related party transactions involving Ardmore.

Two members of our board of directors, Reginald Jones and Niall McComiskey, are affiliated with our largest shareholder, GA Holdings LLC. Anthony Gurnee, our chief executive officer and a member of our board of directors, is the beneficial owner of 2.43% of the outstanding equity interests of GA Holdings LLC. Any transaction involving the payment of compensation to a director or officer in connection with their duties to Ardmore are not related party transactions.

For more information about relationships and related transactions, please read “Item 7. Major Shareholders and Certain Relationships and Related Party Transactions” of our Annual Report on Form 20-F filed with the SEC on April 6, 2016.

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EXECUTIVE OFFICERS AND SENIOR MANAGEMENT

The following table provides information about our executive officers and senior management.

Name		Age		Position
Mark Cameron		50		Executive Vice President and Chief Operating Officer
Anthony Gurnee		56		President and Chief Executive Officer
Gernot Ruppelt		34		Senior Vice President Chartering and Business Development
Paul Tivnan		36		Senior Vice President, Chief Financial Officer, Secretary and Treasurer

Mark Cameron		Mr. Cameron joined Ardmore as Executive Vice President and Chief Operating Officer in 2010 and was appointed an alternate director of Ardmore’s predecessor in June 2010. From 2008 to 2010 Mr. Cameron served as Vice President, Strategy and Planning for Teekay Marine Services, Teekay Corporation’s internal ship management function. Mr. Cameron spent 11 years at sea, rising to the rank of Chief Engineer with Safmarine and later AP Moller, including time served on board bulk carriers, salvage tugs, tankers, general cargo, reefer and container ships. Mr. Cameron has held a number of senior management roles on shore specializing in integrating acquisitions covering all facets of ship management, as well as sale and purchase, newbuilding supervision, personnel management, procurement, fleet management and technical supervision.
Anthony Gurnee		For information on the business background of Mr. Gurnee, see “Information About the Director Nominees” above.
Gernot Ruppelt		Mr. Ruppelt joined Ardmore in June 2013 as Director, Chartering and Business Development and was appointed to his current position as Senior Vice President in December 2014. Mr. Ruppelt brought to Ardmore 12 years of commercial experience in the maritime business. He worked as a Tanker Broker at Poten & Partners, New York, from 2008 to 2013. During his time at Poten & Partners, Gernot brokered longer-term deals for crude oil, product and chemical tankers working on behalf of ship-owners and operators, oil traders, refineries and oil companies. From 2001 to 2008 he worked for Maersk Broker and AP Moller — Maersk in Copenhagen, Singapore and Germany. As a broker at Maersk, Mr. Ruppelt concluded container ship contracts for third party business, and he also spent several years at Maersk’s liner organization, most recently as Trade Manager for their Pacific Eastbound trade. Mr. Ruppelt is a Member of the Institute of Chartered Shipbrokers in London. He also completed the two-year “Maersk International Shipping Education” program and graduated from Hamburg Shipping School.
Paul Tivnan		Mr. Tivnan joined Ardmore as Senior Vice President, Chief Financial Officer, Secretary and Treasurer in June 2010. He was employed at Ernst & Young, most recently in its Financial Services Tax Advisory Services department from 2009 to 2010. He was also a participant in Ernst & Young’s Accelerated Leadership Program from 2008 to 2010. Mr. Tivnan holds a BA in Accounting and Finance and an MBS in Accounting from Dublin City University. He is an Associate of the Institute of Chartered Accountants of Ireland, an Associate of the Irish Taxation Institute and a member of the Institute of Chartered Shipbrokers.

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Executive Employment Agreements

We have entered into employment agreements with four of our executive officers and key employees: Anthony Gurnee, Paul Tivnan, Mark Cameron, and Gernot Ruppelt. These employment agreements became effective as of August 1, 2013 and will terminate in accordance with their terms. Pursuant to the terms of their respective employment agreements, these executive officers and key employees are prohibited from disclosing or unlawfully using any of our material confidential information. The employment agreements also include a one-year non-solicitation and a one-year non-compete clause following the cessation of the employee’s employment with us.

The employment agreements require that we maintain director and officer insurance pursuant to which we indemnify and hold the employee harmless against all expenses, liability and loss (including reasonable and necessary attorneys’ fees, judgments, fines and amounts paid in settlement) in connection with any threatened or pending action, suit or proceeding, to which the employee is a party or is threatened to be made a party as a result of the employee’s employment with us. The indemnification provisions exclude fraud, willful misconduct or criminal activity on the employee’s behalf.

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PRINCIPAL AUDITOR FEES AND SERVICES

Our principal accountants for the fiscal years 2015, 2014 and 2013 were Ernst & Young.

Audit Fees.  The audit fees for the audit of each of the years ended December 31, 2015 and 2014 were $0.4 million for each year.

Audit-Related Fees.  There were no audit-related fees billed by our principal accountants in 2015 or 2014.

Tax Fees.  There were no tax fees billed by our principal accountants in 2015 or 2014.

Other Fees.  There were no other fees billed by our principal accountants in 2015 or 2014.

The Audit Committee of the Board is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of the independent auditors. As part of this responsibility, the audit committee pre-approves the audit and non-audit services performed by the independent auditors in order to assure that they do not impair the auditors’ independence. The Audit Committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditors may be pre-approved.

The Audit Committee separately pre-approved all engagements and fees paid to our principal accountants in 2015 and 2014.

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REPORT OF THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS

The Audit Committee, among other things, reviews our external financial reporting, engages our external auditors and oversees our financial reporting procedures and the adequacy of our internal accounting controls. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding, as determined by the Audit Committee, from us for such advice and assistance.

Ardmore’s management has primary responsibility for preparing Ardmore’s consolidated financial statements and for Ardmore’s financial reporting process. Our independent auditors, Ernst & Young, Dublin, Ireland, are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with accounting principles generally accepted in the United States.

In this context, the Audit Committee reports as follows:

The undersigned members of the Audit Committee have submitted this Report to the Board.

Brian Dunne, Chair
Niall McComiskey
Alan Robert McIlwraith
Curtis McWilliams