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
March
18, 2025 (
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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.
(e) Compensatory Arrangements of Certain Officers
On March 12, 2025, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Seaways, Inc. (“INSW” or the “Company”), on behalf of the Board, approved certain actions concerning the compensation of the Company’s President and Chief Executive Officer (Ms. Lois Zabrocky); its Senior Vice President and Chief Financial Officer (Mr. Jeffrey Pribor); its Senior Vice President, Chief Administrative Officer, Secretary and General Counsel (Mr. James D. Small); its Senior Vice President and Chief Commercial Officer (Mr. Derek Solon); its Senior Vice President and Chief Technical and Sustainability Officer (Mr. William Nugent); and its Vice President and Controller (Mr. Adewale Oshodi), in each case as described below:
The Committee approved entry by the Company into agreements to implement annual base salary increases for each of Mr. Pribor, Mr. Small and Mr. Oshodi, the forms of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively. As a result of these increases, Mr. Pribor will receive an annual base salary of $625,000 and an increase in his target annual bonus percentage to 110%; Mr. Small will receive an annual base salary of $565,000; and Mr. Oshodi will receive an annual base salary of $321,740. The salary increases are retroactive with effect from January 1, 2025.
The Committee also approved increases to Ms. Zabrocky’s annual equity target opportunity to 375% of her base salary; to Mr. Small’s annual equity target opportunity to 130% of his base salary; to Messrs. Solon and Nugent’s annual equity target opportunity to 150% of each of their base salary; and to Mr. Oshodi’s annual equity target opportunity to 75% of his base salary, subject in each case to any decision by the Board with respect to any future increase or decrease. Future equity grants, if any, will be made by the Committee or the Board pursuant to the terms of the Company’s equity plans after consideration of various factors deemed relevant by them.
All other material terms of such persons’ employment remain unchanged.
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 furnished with this Form 8-K.
| Exhibit No. | Description |
| 10.1 | Form of Amendment No. 7 to Mr. Pribor Employment Agreement. |
| 10.2 | Form of Amendment No. 8 to Mr. Small Employment Agreement. |
| 10.3 | Form of Amendment No. 9 to Mr. Oshodi Employment 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: March 18, 2025 | 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 |
| 10.1 | Form of Amendment No. 7 to Mr. Pribor Employment Agreement. |
| 10.2 | Form of Amendment No. 8 to Mr. Small Employment Agreement. |
| 10.3 | Form of Amendment No. 9 to Mr. Oshodi Employment Agreement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |