International Seaways, Inc. Announces Annual Meeting of Stockholders

TL;DR

<b>International Seaways, Inc. will hold its Annual Meeting of Stockholders on June 12, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>

AI Summary

International Seaways, Inc. (INSW) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Annual Meeting of Stockholders scheduled for June 12, 2024, at 2:00 p.m. Eastern time. Meeting will be held at Club 101, Kenilworth Room, New York, NY, and virtually via www.virtualshareholdermeeting.com/INSW2024. Key agenda items include election of ten director nominees, ratification of Ernst & Young LLP as independent auditor for 2024, and advisory vote on executive compensation for 2023. Stockholders of record as of April 16, 2024, are eligible to vote. The company was formerly known as OSG International, INC, with a name change on July 7, 2016.

Why It Matters

For investors and stakeholders tracking International Seaways, Inc., this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda and procedures for the upcoming annual meeting, which is a crucial event for shareholder governance and engagement. The meeting will cover essential corporate governance matters, including director elections and executive compensation, providing shareholders with an opportunity to influence the company's direction.

Risk Assessment

Risk Level: low — International Seaways, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts, indicating low immediate risk.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions on director nominees, auditor ratification, and executive compensation.

Key Numbers

• 10 — Director Nominees (Number of director nominees to be elected at the Annual Meeting.)
• 2024 — Independent Auditor (Year for which Ernst & Young LLP is proposed as auditor.)
• 2023 — Executive Compensation (Year for which executive compensation is subject to advisory vote.)
• 2024-06-12 — Annual Meeting Date (Date of the Annual Meeting of Stockholders.)
• 2024-04-16 — Record Date (Date to determine stock ownership for voting eligibility.)

Key Players & Entities

• International Seaways, Inc. (company) — Registrant and filer of the proxy statement.
• June 12, 2024 (date) — Date of the Annual Meeting of Stockholders.
• Ernst & Young LLP (company) — Proposed independent registered public accounting firm for 2024.
• April 16, 2024 (date) — Record Date for determining stockholders eligible to vote.
• OSG International, INC (company) — Former name of International Seaways, Inc.
• 2024 (date) — Fiscal year for which Ernst & Young LLP is proposed as auditor.
• 2023 (date) — Fiscal year for which executive compensation is being presented for an advisory vote.

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The filing is a definitive proxy statement (DEF 14A) for the Annual Meeting of Stockholders, a standard regulatory requirement.

Key Dates

• 2024-06-12: Annual Meeting of Stockholders — Key date for shareholder voting on directors, auditors, and executive compensation.
• 2024-04-16: Record Date — Determines eligibility of stockholders to vote at the Annual Meeting.
• 2016-07-07: Name Change — Date when the company changed its name from OSG International, INC.

Key Financial Figures

• $322 million — of cash to shareholders. We paid out $322 million in returns to our stockholders during 2
• $14 million — primarily in the form of dividends with $14 million in share repurchases. Our three dual-
• $42 million — th the oil major Shell. Completed the $42 million purchase of two 2009-built Aframaxes th
• $39 million — ulting in net proceeds of approximately $39 million after debt repayment. We entered into
• $347 m — t for the vessels will be approximately $347 million, which will be paid for through a
• $173 million — idity. We opportunistically locked in $173 million of minimum revenues (before reduction f
• $354 million — plicable profit share) to approximately $354 million from January 1, 2024 through charter ex
• $324 million — on initiatives, including: We prepaid $324 million of outstanding debt under our $750 Mill
• $750 Million — 4 million of outstanding debt under our $750 Million Facility Term Loan and COSCO Lease Fina
• $30 million — llion Facility Term Loan decreased from $30 million at the beginning of the year to $19 mil
• $19 million — million at the beginning of the year to $19 million at the end of the year. We entered in
• $160 million — f the year. We entered into a secured $160 million revolving credit facility, which mature
• $414 million — ving credit facilities of approximately $414 million. 2023 Financial Performance Highlight
• $1.1 billion — and TCE Revenues achieved in 2023 were $1.1 billion and $1.1 billion, respectively, of whic
• $1.1 b — achieved in 2023 were $1.1 billion and $1.1 billion, respectively, of which approxima

Filing Documents

• ny20023373x1_def14a.htm (DEF 14A) — 1420KB
• logo_intseaways.jpg (GRAPHIC) — 37KB
• logo_intseawaysx1.jpg (GRAPHIC) — 21KB
• ny20021375x1_dmanderson.jpg (GRAPHIC) — 37KB
• ny20021375x1_kkjohansen.jpg (GRAPHIC) — 73KB
• ny20021375x1_pvp1.jpg (GRAPHIC) — 90KB
• ny20021375x1_pvp2.jpg (GRAPHIC) — 74KB
• ny20021375x1_pvp3.jpg (GRAPHIC) — 90KB
• ny20023373x1_alexblankenship.jpg (GRAPHIC) — 36KB
• ny20023373x1_craigstevenson.jpg (GRAPHIC) — 33KB
• ny20023373x1_davidgreenberg.jpg (GRAPHIC) — 46KB
• ny20023373x1_dougwheat.jpg (GRAPHIC) — 40KB
• ny20023373x1_ianblackley.jpg (GRAPHIC) — 37KB
• ny20023373x1_loiszabrocky.jpg (GRAPHIC) — 39KB
• ny20023373x1_piechart01.jpg (GRAPHIC) — 70KB
• ny20023373x1_randeeday.jpg (GRAPHIC) — 34KB
• ny20023373x1_timothybernlohr.jpg (GRAPHIC) — 33KB
• ny20023373x1_pc01.jpg (GRAPHIC) — 558KB
• ny20023373x1_pc02.jpg (GRAPHIC) — 780KB
• 0001140361-24-022459.txt (&nbsp;) — 7789KB
• insw-20240612.xsd (EX-101.SCH) — 13KB
• insw-20240612_def.xml (EX-101.DEF) — 6KB
• insw-20240612_lab.xml (EX-101.LAB) — 48KB
• insw-20240612_pre.xml (EX-101.PRE) — 18KB
• ny20023373x1_def14a_htm.xml (XML) — 130KB

From the Filing

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Sec.240.14a-12 INTERNATIONAL SEAWAYS, INC. (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS INTERNATIONAL SEAWAYS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS JUNE 12, 2024 To the Stockholders of International Seaways, Inc.: We cordially invite you to attend the Annual Meeting of Stockholders (the "Annual Meeting" ) of International Seaways, Inc. (the "Company" or "INSW" ), to be held at Club 101, Kenilworth Room, 101 Park Avenue, New York, New York, on Wednesday, June 12, 2024, at 2:00 p.m. Eastern time. You will also be able to attend the meeting online, vote your shares and submit questions during the meeting by visiting the website www.virtualshareholdermeeting.com/INSW2024 . In order to join the Annual Meeting virtually, you will need to have the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials (or in other communications you may have received from the broker, bank or other nominee in whose name your shares are held). The Annual Meeting will be held for the following purposes: (1) Electing the ten (10) director nominees named in the accompanying Proxy Statement, each to serve until the annual meeting of the Company to be held in 2025; (2) Ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024; and (3) Approving, by advisory vote, the compensation of the Named Executive Officers for 2023 as described in the accompanying proxy statement: We will also act on any other business that is properly raised in accordance with the Company's by-laws. Only stockholders of record at the close of business on April 16, 2024 (the " Record Date ") are entitled to notice of, and to vote at, the Annual Meeting. The stockholders list will be open to the examination of stockholders for any purpose germane to the Annual Meeting during normal business hours for ten days prior to the Annual Meeting, at the Company's offices, 600 Third Avenue, 39 th Floor, New York, New York. Your vote is important so that your shares are represented at the Annual Meeting. We urge you to vote as soon as possible by telephone, over the Internet or by marking, signing and returning by mail your proxy or voting instruction card, even if you plan to attend the Annual Meeting in person or virtually. If you attend the meeting and wish to vote, you may withdraw your proxy and vote at that time. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. Your prompt consideration is greatly appreciated. The U.S. Securities and Exchange Commission (the " SEC ") rules allows issuers, including us, to furnish certain proxy materials to their stockholders over the Internet. These rules lower delivery costs and reduce the environmental impact of our Annual Meeting, while allowing us to provide stockholders with the information they need. If you requested a printed copy of these materials, we have included a copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (with this notice and the accompanying Proxy Statement, the " 2023 Annual Report "). By order of the Board of Directors, JAMES D. SMALL III Chief Administrative Officer, Senior Vice President, General Counsel and Secretary New York, New York April 26, 2024 TABLE OF CONTENTS Table of Contents WHO WE ARE 1 2023 in Review 1 2023 Financial Performance Highlights 2 Environmental, Social and Governance 2 Human Capital Resources 5 INFORMATION CONCERNING SOLICITATION AND VOTING 6 Participating in the Annual Meeting in 2024 6 Record Date, Shares Outstanding and Voting 6 Expenses 7 Proposals for 2025 Annual Meeting of Stockholders 7 ELECTION OF DIRECTORS (PROPOSAL NO. 1) 8 Recommendation of the Board 8 Biographical Information 8 DIRECTOR COMPENSATION 19 Director Stock Ownership Guidelines 20 CORPORATE GOVERNANCE AND THE BOARD 21 General 21 Related Party Transactions 24 Committees 24 AUDIT COMMITTE

View Full Filing

View this DEF 14A filing on SEC EDGAR