International Seaways Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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
June 18, 2024 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Section 5 - Corporate Governance and Management
| Item 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 13, 2024, the Board of Directors of International Seaways, Inc. (the “Company”) increased the annual equity compensation of each non-employee director by $15,000 (to $235,000 for the Chair and to $115,000 for the other non-employee directors).
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 12, 2024, the Company held its Annual Meeting of Stockholders for 2024 (the “Annual Meeting”). There were 49,049,288 shares of the Company’s Common Stock outstanding on the record date for the Annual Meeting that were entitled to vote at such meeting, of which 42,074,363 shares were represented at the meeting by holders present in person or by proxy (constituting 85.77% of the shares outstanding and entitled to vote).
At the Annual Meeting, stockholders (1) elected ten directors; (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2024; and (3) approved, in an advisory vote, the compensation of the Company’s named executive officers (“NEOs”) for 2023 as described in the Compensation Discussion and Analysis (“CD&A”) section and in the accompanying compensation tables and narrative in the Company’s proxy statement in respect of the Annual Meeting (the “Proxy Statement”). A replay of the Annual Meeting is available at www.virtualshareholdermeeting.com/INSW2024, and can also be accessed via the Company’s website.
All of the nominees for director were duly elected to serve, subject to the Company’s by-laws, as directors of the Company until the next annual meeting and until election and qualification of their successors. The tabulation of the votes cast for each nominee for director was as follows:
| NAME OF NOMINEE FOR DIRECTOR | VOTED FOR | WITHHELD AUTHORITY TO VOTE | ||
| Doug Wheat | 36,977,976 | 1,643,999 | ||
| Darron M. Anderson | 38,548,893 | 73,082 | ||
| Timothy J. Bernlohr | 38,266,492 | 355,483 | ||
| Ian T. Blackley | 38,045,588 | 576,387 | ||
| A. Kate Blankenship | 38,354,404 | 267,571 | ||
| Randee E. Day | 38,189,537 | 432,438 | ||
| David I. Greenberg | 38,256,227 | 365,748 | ||
| Kristian K. Johansen | 36,643,957 | 1,978,018 | ||
| Craig H. Stevenson, Jr. | 38,324,671 | 297,304 | ||
| Lois K. Zabrocky | 38,489,976 | 131,999 |
Re-election required that the nominee receive a majority of the votes cast for his or her election. There were 3,452,388 broker non-votes in respect of the election of directors.
The resolution to ratify the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for 2024 was ratified by a vote of 41,982,547 shares of Common Stock in favor and 72,900 shares of Common Stock against. In addition, 18,916 shares of Common Stock abstained. There were no broker non-votes of Common Stock in respect of the ratification of the appointment of EY.
The resolution to approve, in an advisory vote, the compensation of the NEOs for 2023 as described in the CD&A section and in the accompanying compensation tables and narrative in the Proxy Statement was approved by a vote of 37,029,287 shares of Common Stock in favor, 1,528,869 shares of Common Stock against and 63,819 shares of Common Stock abstained. There were 3,452,388 broker non-votes in respect of the advisory vote relating to NEO compensation.
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: June 18, 2024 | By: | /s/ James D. Small III | |
| Name: | James D. Small III | ||
| Title: | Chief Administrative Officer, Senior Vice President, Secretary and General Counsel | ||