Amendment: International Seaways Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 25, 2024 (
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Introductory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of International Seaways, Inc. (the “Company”) filed with the Securities and Exchange Commission on November 25, 2024 (the “Initial Form 8-K”), solely to supplement the Company’s disclosure under Item 5.02 of the Initial Form 8-K. The Initial Form 8-K reported, among other things, the resignation of Douglas D. Wheat as the Chairman of the board of directors of the Company (the “Board”) and his transition to becoming Chairman Emeritus and a consultant to the Board and the Chief Executive Officer. At the time of the filing of the Initial Form 8-K, the terms of Mr. Wheat’s consulting agreement had not yet been finally determined. This Amendment is being filed solely for the purpose of amending the disclosure in the Initial Form 8-K to include a description of the terms of Mr. Wheat’s consulting agreement. This Amendment does not otherwise modify or update any other disclosures in the Initial Form 8-K.
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Mr. Wheat’s retirement from the Board and appointment as Chairman Emeritus, on November 27, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Wheat. The Consulting Agreement continues in force so long as Mr. Wheat holds the title of Chairman Emeritus and may not be terminated by Mr. Wheat until after November 23, 2025 (upon four weeks’ notice) (such period, the “Term”). During the Term, Mr. Wheat will be an independent contractor of the Company and will be available to provide consulting services to the Board and the Chief Executive Officer on an as-needed basis. For his service during the Term, Mr. Wheat will be paid a consulting fee in two equal installments of $250,000 each, the first to be paid within ten business days following the execution of the Consulting Agreement, and the second to be paid on the date that is three months after the date of the Consulting Agreement (or, if such day is not a business day, the following business day). The Consulting Agreement also contains customary confidentiality and non-disparagement provisions, and the Company may terminate the agreement if Mr. Wheat provides services to any competitor of the Company during the Term. This description of the Consulting Agreement is only a summary of the terms and provisions thereof and is qualified in their entirety by the full text of the Consulting Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is filed with this Form 8-K.
| Exhibit No. | Description |
| 99.1 | Consulting Agreement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| INTERNATIONAL SEAWAYS, INC. | |||
| (Registrant) | |||
| Date: December 4, 2024 | By | /s/ James D. Small III | |
| Name: | James D. Small III | ||
| Title: | Chief Administrative Officer, Senior Vice President, Secretary and General Counsel | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Consulting Agreement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |