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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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Form 6-K

 

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Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of May 2024

Commission File Number 001-32640

 

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DHT HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

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Clarendon House

2 Church Street, Hamilton HM 11

Bermuda

(Address of principal executive offices)

 

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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 ☑ Form 40-F ☐

 

 

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EXHIBIT LIST

 

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.

 

 

 

Exhibit 99.1

Exhibit 99.2

DHT HOLDINGS, INC. Clarendon House 2 Church Street Hamilton HM 11 Bermuda

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	i
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	1
Who can I contact with questions about how to vote?	1
Why am I receiving these materials?	1
What information is contained in this proxy statement?	1
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?	1
How may I obtain DHT’s 2023 Annual Report?	1
What items of business will be voted on at the annual meeting?	1
How does the Board recommend that I vote?	2
What shares can I vote?	2
What is the difference between holding shares as a shareholder of record and as a beneficial owner?	2
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?	5
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 or Notice?	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 the Board?	6

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS	8
Director Independence	8
Board Structure and Committee Composition	8
Board Refreshment and Diversity	12
Communications with the Board	12
DIRECTOR COMPENSATION	13
PROPOSALS TO BE VOTED ON	14
PROPOSAL NO. 1:
Election of Erik Andreas Lind and Sophie Rossini to the Board	14
PROPOSAL NO. 2:
Ratification of Independent Registered Public Accounting Firm	17
MINORITY INVESTOR ARRANGEMENTS	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
EXECUTIVE OFFICERS	22
EXECUTIVE COMPENSATION	22
2023 Summary Compensation Table	22
Report of the Compensation Committee of the Board on Executive Compensation	23
PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES	26
REPORT OF THE AUDIT COMMITTEE OF THE BOARD	27

Time and Date	Wednesday, June 12, 2024, 11:00 a.m. (Bermuda time)
Place	Rosewood Bermuda   60 Tucker’s Point Dr., Hamilton Parish, HS 02   Bermuda
Items of Business	(1) To elect Erik Andreas Lind and Sophie Rossini to DHT’s Board of Directors, as Class III directors, for a term of three years.
	(2) To ratify the selection of Ernst & Young AS as DHT’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
	(3) To transact such other business as may properly come before 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 May 2, 2024, we will mail to our shareholders of record a Notice of Proxy Materials containing instructions on how to access our 2024 proxy statement and 2023 annual report via the internet and vote online. The Notice of Proxy Materials also provides instructions on how shareholders can request a paper copy of these materials.
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 23, 2024. 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.
Voting	The Board of Directors unanimously recommends that shareholders vote for the election of Erik Andreas Lind and Sophie Rossini to the Board of Directors and for the ratification of Ernst & Young AS as DHT’s independent registered public accounting firm.
	Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and act promptly to vote your shares by submitting your proxy (a) by telephone or the internet following the voting instructions in the Notice of Proxy Materials or (b) by requesting printed proxy materials over the internet and then completing, signing and dating a proxy card and returning it in the postage-paid envelope provided as soon as possible.

Q:	Who can I contact with questions about how to vote?

A:	If you have any questions or require any assistance with voting your shares, please contact DHT’s proxy solicitor:

Q:	Why am I receiving these materials?

A:

The Board of Directors (the “Board”) of DHT Holdings, Inc. (“DHT”), a corporation organized under the laws of the Republic of the Marshall Islands, is providing these proxy materials to you in connection with DHT’s annual meeting of shareholders (the “annual meeting”), which will take place on June 12, 2024. As a shareholder, you are invited to attend the annual meeting and are entitled and requested to vote on the items of business described in this proxy statement.

Q:	What information is contained in this proxy statement?

A:	The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of DHT’s directors and executive officers and certain other information about DHT.

Q:	Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

A:

We are using the internet as the primary means of furnishing proxy materials to our shareholders. Accordingly, we are sending the Notice of Proxy Materials to each of our shareholders of record on or about May 2, 2024. The Notice of Proxy Materials contains instructions on how to access the proxy materials and vote your shares over the internet. The Notice of Proxy Materials also contains instructions on how to request a printed copy of the proxy materials, which are first being made available to shareholders at http://www.astproxyportal.com/ast/17692 on or about May 2, 2024. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you request to receive printed proxy materials, you may still access our proxy materials and submit your proxy over the internet. Shareholders may wish to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of our annual meeting.

Q:	How may I obtain DHT’s 2023 Annual Report?

A:

Shareholders may obtain a free copy of our 2023 Annual Report filed on Form 20-F from our website at www.dhtankers.com and through the Securities and Exchange Commission’s EDGAR database on the SEC’s website at www.sec.gov. Shareholders may request a hard copy of the audited financial statements free of charge by sending an email to info@dhtankers.com.

Q:	What items of business will be voted on at the annual meeting?

A:	The items of business scheduled to be voted on at the annual meeting are:

●

the election of Erik Andreas Lind and Sophie Rossini to the Board, as Class III directors, for a term of three years; and

●

the ratification of our independent registered public accounting firm for the 2024 fiscal year.

Q:	How does the Board recommend that I vote?

A:	The Board recommends that you vote your shares “FOR” the election of Erik Andreas Lind and Sophie Rossini to the Board and “FOR” the ratification of the independent registered public accounting firm for the 2024 fiscal year.

Q:	What shares can I vote?

A:

Each share of common stock, par value $0.01 per share, of DHT (the “Common Stock” or the “shares”), issued and outstanding as of the close of business on April 23, 2024, the record date for the annual meeting (the “record date”), is entitled to be voted on all items of business being voted on at the annual meeting. The record date for the annual meeting is the date used to determine both the number of shares of Common Stock that are entitled to be voted at the annual meeting and the identity of the shareholders of record and beneficial owners of those shares of Common Stock who are entitled to vote those shares at the annual meeting. On the record date for the annual meeting, there were 161,329,352 shares of Common Stock issued and outstanding. Holders of shares of Common Stock outstanding as of the close of business on the record date are entitled to one vote for each share of Common Stock they hold as of such time.

Q:	What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:	Most DHT shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q:	How can I attend the annual meeting?

A:

You are entitled to attend the annual meeting only if you were a DHT shareholder as of the close of business on April 23, 2024 or if you hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance. In addition, if you are a shareholder of record, your name will be verified against the list of shareholders of record on the record date prior to your being admitted to the annual meeting. If you are not a shareholder of record but hold shares through a broker, trustee or other nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to the record date, a copy of the voting instruction card provided by your broker, trustee or other nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the procedures outlined above upon request, you will not be admitted to the annual meeting.

Q:	How can I vote my shares in person at the annual meeting?

A:

Shares held in your name as the shareholder of record may be voted in person at the annual meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Q:	How can I vote my shares without attending the annual meeting?

A:

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or other nominee.

Q:	Can I change my vote?

A:

You may change your vote at any time prior to the vote at the annual meeting. If you are the shareholder of record, you may change your vote by granting a new proxy bearing a later date by internet, telephone or mail (which automatically revokes the earlier proxy), by providing a written notice of revocation to the DHT’s Corporate Secretary via an email received prior to your shares being voted, or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or other nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person.

Q:	Is my vote confidential?

A:

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within DHT or to third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation. If shareholders provide written comments on their proxy card directed to the Board or management, these comments will be forwarded to the Board or management, respectively.

Q:	How many shares must be present or represented to conduct business at the annual meeting?

A:

The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of the voting power of the shares of capital stock in DHT (“DHT Capital Stock”) issued and outstanding as of the record date and entitled to vote must be present in person or represented by proxy. As of the record date, shares of Common Stock were the only type of DHT Capital Stock issued and outstanding.

Q:	How are votes counted?

A:	In the election of directors, you may vote “FOR” the nominee or your vote may be “WITHHELD” with respect to the nominee. For the other items of business, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”

Q:	What is the voting requirement to approve each of the proposals?

A:	In the election of directors (Proposal No. 1), the two persons receiving the highest number of “FOR” votes at the annual meeting will be elected.

Q:	Is cumulative voting permitted for the election of directors?

A:	No. DHT’s Amended and Restated Articles of Incorporation provide that cumulative voting shall not be used in the election of directors.

Q:	What happens if additional matters are presented at the annual meeting?

A:

Other than the two items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxyholders, Erik A. Lind, Svein Moxnes Harfjeld, Laila C. Halvorsen and Kim McCullough, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason one or both of Erik Andreas Lind and Sophie Rossini are not available as a candidate for director, the persons named as proxyholders will vote your proxy for such other candidate(s) as may be nominated by the Board.

Q:	What should I do if I receive more than one set of voting materials or Notice?

A:

You may receive more than one Notice or, if you request to receive printed proxy materials, you may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy or voting instruction cards. For example, if you are a shareholder of record, your shares are registered in more than one name, you may receive more than one Notice. If you hold your shares in more than one brokerage account, you may receive a separate notice or voting instruction card for each brokerage account in which you hold shares. To make certain all of your shares are voted, please follow the instructions included on the Notice of Proxy Materials on how to access each proxy card and vote each proxy card over the internet or by telephone. If you request to receive printed proxy materials and receive multiple proxy cards or voting instruction cards, please complete, sign, date and return each proxy card and voting instruction card that you receive.

Q:	How may I obtain a separate set of voting materials?

A:

If you share an address with another shareholder and request a printed set of proxy materials, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, please contact D.F. King, who we have retained to assist in this proxy solicitation, at:

Q:	Who will bear the cost of soliciting votes for the annual meeting?

A:

DHT will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes, including the cost of retaining D.F. King to assist with the solicitation of proxies. In addition to the mailing of proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.

Q:	Where can I find the voting results of the annual meeting?

A:	We intend to announce the preliminary voting results at the annual meeting and to publish the final results in a report on Form 6-K following the annual meeting.

Q:	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?

A:	You may submit proposals, including director nominations, for consideration at future shareholder meetings as indicated below.

Q:	How may I communicate with the Board?

A:	You may submit any communication intended for the Board by directing the communication by email to kim.mccullough@conyers.com, with “DHT Holdings, Inc. – Attention: Erik A. Lind, Chairman” in the subject line.

Name of Director	Audit	Compensation	Nominating and Corporate Governance	Sustainability Oversight Committee
Erik A. Lind, Chairman	X		X
Jeremy Kramer	X*	X		X
Joseph H. Pyne		X*	X
Einar Michael Steimler		X	X*
Sophie Rossini	X			X*
Ana Zambelli			X	X
X = Committee member * = Chairperson

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of:

●

management’s responsibility for DHT’s financial reporting process, including the development and maintenance of systems of internal accounting and financial controls;

●

the integrity of DHT’s financial statements and its accounting and financial reporting processes;

●

DHT’s risk management systems and compliance with legal and regulatory requirements and ethical standards;

●

the qualifications and independence of DHT’s independent registered public accounting firm;

●

the performance of DHT’s internal audit function;

●

the independent registered public accounting firm’s annual audit of DHT’s financial statements;

●

DHT’s cybersecurity program and initiatives;

●

related party transactions; and

●

such other matters as shall be mandated under applicable laws, rules and regulations (including the Securities Exchange Act of 1934 and the rules promulgated thereunder, as amended, as well as listing standards of NYSE).

●

overseeing the compensation of DHT’s executives;

●

overseeing the administration of DHT’s compensation and benefits plans, policies and programs;

●

reviewing and determining director compensation; and

●

preparing or filing any reports on compensation to the extent required by the rules and regulations of the SEC or as the Compensation Committee otherwise deems necessary or advisable.

●

identifying individuals qualified to become directors in accordance with criteria approved by the Board and recommending such individuals to the Board for nomination for election to the Board;

●

making recommendations to the Board concerning committee appointments;

●

reviewing and making recommendations for executive management appointments;

●

developing, recommending and annually reviewing corporate governance guidelines for DHT and overseeing corporate governance matters; and

●

coordinating an annual evaluation of the Board and its Chairman.

The Nominating and Corporate Governance Committee’s charter is available under “Corporate Governance” in the “About DHT” section of DHT’s website at www.dhtankers.com.

●

overseeing DHT’s strategies and general practices related to ESG matters;

●

supporting the Board in developing, adopting and implementing ESG-related policies and procedures; and

●

making recommendations to the Board related to ESG matters.

Annual cash retainer		$	75,000
Additional cash retainer for:
●          Chairman of the Board		$	95,000
●          Chairperson of the Audit Committee		$	35,000
●          Chairperson of the Compensation Committee		$	30,000
●          Chairperson of the Nominating and Corporate Governance Committee		$	25,000
●          Chairperson of the Sustainability Oversight Committee		$	25,000
●          Member of a Committee		$	6,000
Reimbursement for expenses attendant to Board membership		Yes

Erik A. Lind Director since 2005 Age 68

Mr. Erik A. Lind’s professional experience dates back to 1980 and encompasses corporate banking, structured finance, investment & asset management focusing primarily on the maritime shipping sector. Mr. Lind was, until April 2022, the Chief Executive Officer of Oceanic Finance Group Limited (formerly known as Tufton Oceanic Finance Group Limited), a position he held since 2004. Prior to this, he served two years as Managing Director of GATX Capital and six years as Executive Vice President at IM Skaugen ASA. Mr. Lind has also held senior and executive positions with Manufacturers Hanover Trust Company and Oslobanken. Mr. Lind currently serves on the board of Oceanic Finance Group Limited, Stratus Investments Limited and on the advisory board of A.M. Nomikos. Mr. Lind holds a Master of Business Administration degree from the University of Denver. Mr. Lind is a resident and citizen of Norway.

Sophie Rossini Director since 2020 Age 42

Mrs. Sophie Rossini is Deputy Head of Public Markets within the Discretionary business at Man Group. She previously held the position of Head of Business Management of Man AHL, working closely with the senior management team to set and deliver Man AHL’s strategic goals, and ensuring smooth operational management. Prior to this, she was the Head of Relative Value within Man’s external multi-manager business. Before joining Man Group in August 2008, she was at Atlas Capital. Mrs. Rossini holds a Master in Banking and Financial Techniques from the University of Paris Assas. Mrs. Rossini is a resident of the United Kingdom and a citizen of France.

Einar Michael Steimler Director since 2010 Age 76	Mr. Einar Michael Steimler has over 45 years of experience in the shipping industry. From 2000 to 2015, he was the Chief Executive Officer of Tankers International and he was instrumental in the formation of Tanker (UK) Agencies, the commercial agent to Tankers International. He served as chairman of Tanker (UK) Agencies from 2013 to 2015. From 2013 to 2023, Mr. Steimler served as a non-executive director on the board of Eneti Inc., previously named Scorpio Bulkers Inc. From 1998 to 2010, Mr. Steimler served as a Director of Euronav and he was also Managing Director of Euronav from 1998 to 2000. He has been involved in both sale and purchase and chartering brokerage in the tanker, gas and chemical sectors and was a founder of Stemoco, a Norwegian ship brokerage firm. He graduated from the Norwegian School of Business Management in 1973 with a degree in Economics and a degree in Marketing. Mr. Steimler is a resident and citizen of Norway.
Joseph H. Pyne Director since 2015 Age 76	Mr. Joseph H. Pyne is the Non-Executive Chairman of Kirby Corporation. Mr. Pyne was the Executive Chairman from April 2014 to April 2018 and a director since 1988. He served as the Chief Executive Officer of the company from 1995 to April 29, 2014 and served as Executive Vice President from 1992 to 1995. Mr. Pyne also served as President of Kirby Inland Marine, LP, Kirby Corp.’s principal transportation subsidiary, from 1984 to November 1999. Mr. Pyne joined Kirby in 1978. He served at Northrop Services, Inc. and served as an Officer in the Navy. He serves as a Member of the Board of Trustee of the Webb Institute. Mr. Pyne holds a degree in Liberal Arts from the University of North Carolina. Mr. Pyne is a resident and citizen of the U.S.

Jeremy Kramer Director since 2017 Age 62

Mr. Jeremy Kramer previously served on the Board of Directors of Golar LNG Partners and served as Chairman of its Conflicts Committee. He also served on the Board of Directors of 2020 Bulkers Ltd. Mr. Kramer was a Senior Portfolio Manager in the Straus Group at Neuberger Berman from 1998 to 2016, managing equity portfolios primarily for high net worth clients. Prior to that, he worked at Alliance Capital from 1994 to 1998, first as a Securities Analyst and then as a Portfolio Manager focused on small and mid-cap equity securities. Mr. Kramer also managed a closed-end fund, the Alliance Global Environment Fund. He worked at Neuberger Berman from 1988 to 1994 as a Securities Analyst. Mr. Kramer earned an M.B.A. from Harvard University Graduate School of Business. He graduated with a B.A. from Connecticut College. Mr. Kramer is a resident and citizen of the U.S.

Ana Zambelli Director since 2023 Age 51

Ms. Ana Zambelli brings significant experience with more than 20 years in the energy sector in operational, commercial and finance roles. Ms. Zambelli served as a Managing Director in Brookfield’s Private Equity Group, responsible for business operations in Brazil, as Chief Commercial Officer at Maersk Drilling, Managing Director at Transocean, and President of the Brazilian division of Schlumberger. Ms. Zambelli is an experienced board member and previously served on the respective Boards of Directors of BRK Ambiental, Unidas, Aldo Solar, Petrobras, Braskem, and was the founder and leader of the Diversity Committee at the Brazilian Petroleum Institute (IBP) from 2018 to present. Currently, Ms. Zambelli serves as an independent board member for Seadrill, Galp and BW Energy. Ms. Zambelli graduated in mechanical engineering from the Federal University of Rio de Janeiro, and she holds a master’s degree in petroleum engineering from Heriot Watt University in the UK. She also has a postgraduate degree in Digital Business from Columbia University. Ms. Zambelli is a citizen and resident of Brazil.

Board Diversity Matrix (as of May 2, 2024)
Foreign Private Issuer	Yes
Total Number of Directors	6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	4	–	–
Part II: Demographic Background
African American or Black	–	–	–	–
Alaskan Native or Native American	–	–		–
Asian	–	–	–	–
Hispanic or Latinx	1	–	–	–
Native Hawaiian or Pacific Islander	–	–	–	–
White	1	4	–	–
Two or More Races or Ethnicities	–	–	–	–
LGBTQ+	–	–	–	–
Did Not Disclose Demographic Background	–	–	–	–

Director		Jeremy Kramer	Erik Andreas Lind	Joseph H. Pyne	Sophie Rossini	Einar Michael Steimler	Ana Zambelli
Current or Former CEO	Positions Held		x	x		x
Board Chairman			x	x		x	x
Board of Non-DHT Public Company		x	x	x		x	x
Marine Transportation	Industry Experience	x	x	x		x
Crude Transportation		x	x	x		x
Non Crude Oil Transportation		x	x	x		x
Oil Trading						x	x
Operations - Energy							x
Legal/Regulation	Additional Experience & Skills				x
Risk Management		x	x	x	x	x	x
Investment/Capital Allocation		x	x	x	x	x	x
Capital Intensive Business		x	x	x		x	x
Governance		x	x	x	x	x	x
Cross Border Transactions			x			x
Merger & Acquisitions		x	x	x	x	x	x
Investment Management		x	x	x	x	x	x
Finance		x	x	x	x	x	x
Marketing		x	x	x	x	x
Human Resources			x	x		x	x
Cyber Security					x
ESG/Climate					x		x

●

each person or entity known by DHT to beneficially own more than 5% of DHT’s Common Stock;

●

each member of our Board;

●

each of our executive officers; and

●

all current DHT directors and executive officers as a group.

	Number of Shares of Common Stock	Percentage of Shares of Common Stock (1)
Persons owning more than 5% of a class of our equity securities BW Group (2)	23,969,469	14.9%
FMR LLC (3)	18,178,072	11.3%
Dimensional Fund Advisors LP (4)	13,361,401	8.3%
Directors
Erik A. Lind	154,455	*
Einar Michael Steimler	139,967	*
Joseph H. Pyne	178,812	*
Jeremy Kramer	71,332	*
Sophie Rossini	41,704	*
Ana Zambelli	-	-
Executive Officers
Svein Moxnes Harfjeld	1,047,621	*
Laila Cecilie Halvorsen	100,309	*
Directors and executive officers as a group (8 persons)	1,734,200	1.1%

*	Less than 1%

(1)	Calculated based on Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), using 161,329,352 shares of common stock issued and outstanding as of April 23, 2024.

(2)

Based on Schedule 13D/A filed with the SEC on April 25, 2024, by BW Group Limited, the BW Group possesses the sole voting power over 23,969,469 shares. For purposes of the reporting requirements of the Exchange Act, BW Group Limited was deemed to be a beneficial owner of such shares as of April 25, 2024. All shares beneficially owned are shares of common stock.

(3)

Based on a Schedule 13G/A filed with the SEC on February 9, 2024, by FMR LLC, which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts. For purposes of the reporting requirements of the Exchange Act, FMR LLC was deemed to be a beneficial owner of such shares as of February 9, 2024. As of February 9, 2024, FMR LLC possessed the sole power to vote or direct the vote of 18,174,883 shares and the sole power to dispose or to direct the disposition of 18,178,072 shares. All shares beneficially owned are shares of common stock.

(4)

Based on a Schedule 13G/A filed with the SEC on February 9, 2024, by Dimensional Fund Advisors LP (“Dimensional”), which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts. For purposes of the reporting requirements of the Exchange Act, Dimensional was deemed to be a beneficial owner of such shares as of February 9, 2024. As of February 9, 2024, Dimensional possessed the sole power to vote or direct the vote of 13,185,426 shares and the sole power to dispose or to direct the disposition of 13,361,401 shares. All shares beneficially owned are shares of common stock.

Name	Age	Position
Svein Moxnes Harfjeld	60	President & Chief Executive Officer
Laila C. Halvorsen	49	Chief Financial Officer

Executive Officer		Salary(1)				Cash Bonus(2)				Restricted Stock Awards(3)
Svein Moxnes Harfjeld, CEO(4)		$	859,502			$	800,000				150,000
Laila C. Halvorsen, CFO(4)		$	282,331			$	350,000				50,000

(1)	In 2023, Mr. Harfjeld was paid a salary in both Norwegian Kroner and Euro and Ms. Halvorsen was paid a salary in Norwegian Kroner. U.S. dollar equivalents calculated using a NOK/USD exchange rate of NOK 10.5647 to $1 and a EUR/USD exchange rate of EUR 0.9263 to $1.

(2)

Amounts reported in this column refer to the annual bonus amounts paid to each of Mr. Harfjeld and Ms. Halvorsen with respect to the year ended December 31, 2023, which were paid in 2024, and do not include the annual bonus amounts paid to each of the CEO and the CFO, during 2023, with respect to the year ended December 31, 2022.

(3)

In January 2023, Mr. Harfjeld was awarded 150,000 shares of restricted stock, of which 30,000 shares vested in January 2024, 30,000 shares will vest in January 2025 and 30,000 shares will vest in January 2026, subject to continued employment with us. The remaining 60,000 shares are subject to certain market conditions, of which 20,000 shares were forfeited and 40,000 shares will vest prior to December 31, 2025. In January 2023, Ms. Halvorsen was awarded 50,000 shares of restricted stock, of which 12,500 shares vested in January 2024, 12,500 shares will vest in January 2025 and 12,500 shares will vest in January 2026, subject to continued employment with us. The remaining 12,500 shares are subject to certain market conditions, of which 4,166 shares were forfeited and 8,334 shares will vest prior to December 31, 2025. During the relevant vesting periods of the restricted stock, each executive officer will be credited with additional shares of restricted stock in an amount equal to the value of the dividends that would have been paid on the awarded restricted stock had it been fully vested on the date of grant. These additional shares will be transferred to Mr. Harfjeld and Ms. Halvorsen at the same time as the corresponding shares of restricted stock vest. Amounts reported in this column do not include the awards of 150,000 and 50,000 shares of restricted stock granted to each of Mr. Harfjeld and Ms. Halvorsen, respectively, at the beginning of 2024 based on performance in 2023. For additional details concerning the restricted stock granted in 2023 and 2024, see the section below, “Components of Executive Compensation—Long-term Incentive Program”.

(4)	In 2023, $87,218 and $37,374 were accrued for pension and retirement benefits for Mr. Harfjeld and Ms. Halvorsen, respectively.

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overseeing the compensation of DHT’s executives;

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overseeing the administration of DHT’s compensation and benefits plans, policies and programs;

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reviewing and determining director compensation; and

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preparing or filing any reports on executive compensation to the extent required by the rules and regulations of the SEC or as the Compensation Committee otherwise deems necessary or advisable.

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attract, retain and motivate highly qualified executives;

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pay competitively and consistently within an appropriately defined market;

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align executive compensation with shareholder interests; and

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link pay to DHT and individual performance.

Fees		2023				2022
Audit Fees (1)		$	584,869			$	459,956
Audit-Related Fees (2)			44,307				37,018
Tax Fees (3)			8,935				—
All Other Fees			—				—
Total		$	638,111			$	496,673

(1)	Audit fees for 2023 and 2022 represent fees for professional services provided in connection with the audit of our consolidated financial statements as of and for the periods ended December 31, 2023 and 2022, respectively.

(2)	Audit-related fees for 2023 consisted of $44,307 in respect of quarterly procedures. Audit-related fees for 2022 consisted of $37,018 in respect of quarterly procedures.

(3)	Tax fees for 2023 represent fees for professional services provided in connection with tax compliance.

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management’s responsibility for DHT’s financial reporting process, including the development and maintenance of systems of internal accounting and financial controls;

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the integrity of DHT’s financial statements and its accounting and financial reporting processes;

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DHT’s risk management systems and compliance with legal and regulatory requirements and ethical standards;

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the qualifications and independence of DHT’s independent registered public accounting firm;

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the performance of DHT’s internal audit function;

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the independent registered public accounting firm’s annual audit of DHT’s financial statements;

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DHT’s cybersecurity program and initiatives;

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related party transactions; and

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such other matters as shall be mandated under applicable laws, rules and regulations (including the Securities Exchange Act of 1934 and the rules promulgated thereunder, as amended, as well as listing standards of NYSE).

1.	The Audit Committee has reviewed and discussed the audited consolidated financial statements for fiscal year 2023 with DHT’s management.

2.	The Audit Committee has discussed with Ernst & Young AS the matters required to be discussed by PCAOB Auditing Standard No. 16, Communication with Audit Committees, as amended or modified.

3.	The Audit Committee has received the letter and written disclosures from Ernst & Young AS required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed the matter of independence with Ernst & Young AS.

4.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee has recommended to the Board, and the Board has approved, that DHT’s audited consolidated financial statements be included in DHT’s Annual Report on Form 20-F for fiscal year 2023, for filing with the SEC.

Exhibit 99.3

ANNUAL MEETING OF SHAREHOLDERS OF DHT HOLDINGS, INC. June 12, 2024 PROXY VOTING INSTRUCTIONS ONLINE -Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE -Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when youcall. Vote online/phone until 11:59PMEST on June 11, 2024, the day before the meeting. MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON -You may vote your shares in person by attending the Annual Meeting. GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Annual Meeting of Shareholders, proxystatement and proxy card are available at http://www.astproxyportal.com/ast/17692 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20230000000000001000 9 061224 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINATED DIRECTORS AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN 1. To elect Erik Andreas Lind and Sophie Rossini to DHT’s Board of 2. To ratify the selection of Ernst & Young AS as DHT’s Directors, as Class III directors, for a term of three years. independent registered public accounting firm for the fiscal year NOMINEES: ending December31, 2024. FOR ALL NOMINEES O Erik Andreas Lind O Sophie Rossini 3. To transact such other business as may properly come before the annual WITHHOLD AUTHORITY FOR ALL NOMINEES meeting or any adjournment or postponement of the meeting. FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: IfyouplantoattendtheAnnualMeeting,pleasemarkboxatright. Tochangetheaddressonyouraccount,pleasechecktheboxatrightand indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.