COSTAMARE INC.
MARSHALL ISLANDS
PROXY STATEMENT FOR
2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, OCTOBER 6, 2026
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 2026 Annual Meeting of Stockholders to be held virtually at 12:00 p.m. CET, on Tuesday, October 6, 2026 at www.virtualshareholdermeeting.com/CMRE2026, 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 2025 annual report are expected to be mailed on or about August 12, 2026 to the stockholders of the Company entitled to vote at the Meeting.
VOTING RIGHTS AND OUTSTANDING SHARES
On August 5, 2026, the Company had outstanding 120,892,607 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 11, 2026 is entitled to one vote for each share of Common Stock then held. 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 2026 Annual Meeting of Stockholders. As of August 5, 2026, Konstantinos Konstantakopoulos, Christos Konstantakopoulos and Achillefs Konstantakopoulos and their immediate family beneficially owned 35,012,428 shares, 17,801,588 shares and 22,214,617 shares, respectively, or approximately 29.0%, 14.7% and 18.4%, respectively, of our outstanding Common Stock. In the aggregate, as of August 5, 2026, they own 75,028,633 shares, or approximately 62.1% of our outstanding Common Stock.
The Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CMRE”.
On August 11, 2026, 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”), 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 “Listed Preferred Stock”) and 1,200 shares of Series F Preferred Stock (the “Series F 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”). Each share of Series F Preferred Stock entitles the holder thereof to 50,000 votes per share on all matters submitted to a vote of the stockholders at the Meeting. The holder of Series F Preferred Stock shall vote together as one class with the holders of the Common Stock on all matters put before the stockholders at the Meeting. The Chairman and CEO of the Company, Konstantinos Konstantakopoulos, is the owner of 1,200 shares of Series F Preferred Stock, being all of the outstanding Series F Preferred Stock, and is therefore able to exercise voting rights with respect to approximately 52.5% of the voting power of the Company’s capital stock. For additional information regarding the Series F Preferred Stock, please refer to the Company’s 2025 Annual Report on Form 20-F.
The Company’s Common Stock and the Series F Preferred Stock are the only classes of its stock carrying full voting rights. A majority of the 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.
Holders of the Listed Preferred Stock generally have no voting rights except (1) in respect of amendments to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) which would adversely alter the preferences, powers or rights of the Listed Preferred Stock or (2) in the event that the Company