COSTAMARE INC.
MARSHALL ISLANDS
PROXY STATEMENT FOR
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, OCTOBER 2, 2025
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Costamare Inc., a Marshall Islands corporation (the “Company”), for use at the 2025 Annual Meeting of Stockholders to be held virtually at 12:00 p.m. CET, on Thursday, October 2, 2025 at www.virtualshareholdermeeting.com/CMRE2025, or at any adjournment or postponement thereof (the “Meeting”), for the purposes set forth herein and in the accompanying Notice of the Meeting. This Proxy Statement, the accompanying proxy card and the Company’s 2024 annual report are expected to be mailed on or about August 8, 2025 to the stockholders of the Company entitled to vote at the Meeting.
VOTING RIGHTS AND OUTSTANDING SHARES
On August 4, 2025, the Company had outstanding 120,269,324 shares of common stock, par value $0.0001 per share (the “Common Stock”). Each stockholder of record of Common Stock at the close of business on August 7, 2025 is entitled to one vote for each share of Common Stock then held. A majority of the Common Stock issued and outstanding and entitled to vote at the Meeting, the holders of which are present virtually or represented by proxy, shall constitute a quorum for the transaction of business at the Meeting. The Common Stock represented by any proxy in the enclosed form, or any other form meeting the requirements of Marshall Islands law, 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. Any signed proxies returned without instructions will be voted FOR the proposals set forth on the Notice of 2025 Annual Meeting of Stockholders. As of August 4, 2025, Konstantinos Konstantakopoulos, Christos Konstantakopoulos and Achillefs Konstantakopoulos and their immediate family beneficially owned 34,743,148 shares, 19,051,588 shares and 22,675,337 shares, respectively, or approximately 28.9%, 15.8% and 18.9%, respectively, of our outstanding Common Stock. In the aggregate, as of August 4, 2025, they own 76,470,073 shares, or approximately 63.6% of our outstanding Common Stock.
The Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CMRE”.
On August 7, 2025, the Company also had outstanding 1,970,649 shares of 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”), 3,973,135 shares of 8.50% Series C Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”) and 3,986,542 shares of 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”). On July 15, 2024, the Company completed the redemption of all of the Company’s outstanding shares of its 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”).
The Company’s Common Stock is the only class of its stock carrying full voting rights. Holders of the Preferred Stock generally have no voting rights except (1) in respect of amendments to the Company’s Articles of Incorporation which would adversely alter the preferences, powers or rights of the Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Preferred Stock are in arrears or any senior stock. However, if and whenever dividends payable on the Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Preferred Stock (for this purpose the Series B, Series C and Series D Preferred Stock will vote together as a single class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our Board, and the size of our Board will be increased as needed to accommodate such change (unless the size of our Board already has been increased by reason of the election of a director by holders of parity stock upon