International Seaways, Inc. (Form: 8-K, Received: 06/03/2022 16:31:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

June 3, 2022 (June 2, 2022)

Date of Report (Date of earliest event reported)

International Seaways, Inc.

(Exact Name of Registrant as Specified in Charter)

1-37836-1

Commission File Number

Marshall Islands		98-0467117
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

600 Third Avenue, 39th Floor

New York, New York 10016

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (212) 578-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Symbol	Name of each exchange on which registered
Common Stock (no par value)	INSW	New York Stock Exchange
8.5% Senior Notes due 2023	INSW - PA	New York Stock Exchange
Rights to Purchase Common Stock	N/A true	New York Stock Exchange

Section 5 - Corporate Governance and Management

Item 5.07

Submission of Matters to a Vote of Security Holders

On June 2, 2022, International Seaways, Inc. (the “Company”) held its Annual Meeting of Stockholders. The Company had 49,641,506 shares of its Common Stock outstanding and entitled to vote at the Annual Meeting, of which 36,889,690 shares were represented at the meeting by holders present in person or by proxy, constituting 74.31% of the shares outstanding and entitled to vote. At the Annual Meeting, stockholders elected ten directors; ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2022; and approved, in an advisory vote, the compensation of the Named Executive Officers for 2021 as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the Company’s Proxy Statement. A replay of the Annual Meeting is available at www.virtualshareholdermeeting.com/INSW2022, 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	21,904,419	9,573,125
Timothy J. Bernlohr	21,349,730	10,127,814
Ian T. Blackley	21,599,991	9,877,553
Alexandra K. Blankenship	22,128,123	9,349,421
Randee E. Day	22,076,095	9,401,449
David I. Greenberg	21,500,810	9,976,734
Joseph I. Kronsberg	22,085,006	9,392,538
Nadim Z. Qureshi	22,095,371	9,382,173
Craig H. Stevenson, Jr.	21,333,602	10,143,942
Lois K. Zabrocky	22,120,162	9,357,382

Re-election required that the nominee receive a majority of the votes cast for his or her election. Withheld votes for the election of directors are abstentions, and are not counted as votes cast. There were 5,412,146 broker non-votes.

The resolution to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 was ratified by a vote of 36,651,615 shares of Common Stock in favor, 39,959 shares of Common Stock against and 198,116 shares of Common Stock abstained. There were no broker non-votes of Common Stock.

The resolution to approve, in an advisory vote, the compensation of the Named Executive Officers for 2021 as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the Company’s Proxy Statement was approved by a vote of 21,259,651 shares of Common Stock in favor, 9,768,479 shares of Common Stock against and 449,414 shares of Common Stock abstained. There were 5,412,146 broker non-votes.

Item 5.02(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Human Resources and Compensation Committee of International Seaways, Inc. (the “Company”) and the Board of Managers of International Seaways Ship Management LLC (“ISSM”) have determined that it was in the best interests of the Company and ISSM, respectively, to terminate the International Seaways Ship Management LLC Supplemental Executive Savings Plan (the “SERP”), which is frozen to new contributions and has been frozen to new participants since November 2012, and distribute all remaining funds to participants. The committee appointed for purposes of administering the SERP (the “Committee”) further determined to make a clarifying amendment to the SERP to accommodate the distribution timing the Company and ISSM intend to follow in order to comply with applicable law and current tax guidance relevant to plan terminations, as set forth in the First Amendment to the SERP (the “First Amendment”).

On June 3, 2022, the Committee elected to terminate the SERP pursuant to its terms, as modified by the First Amendment, as set forth in the Second Amendment to the SERP. All remaining account balances in the SERP are expected to be distributed in compliance with the plan distribution requirements set forth in Treasury Regulation 1.409A 3(j)(4)(ix)(C)(3)-(4) under the general plan termination rule of Section 409A.

The foregoing description of each amendment to the SERP is qualified in its entirety by reference to the full text of the amendment set forth in Exhibit 10.1 or Exhibit 10.2, as applicable, to this Current Report on Form 8-K and incorporated herein by reference

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

10.1	First Amendment to International Seaways Ship Management LLC Supplemental Executive Savings Plan.

10.2	Second Amendment to International Seaways Ship Management LLC Supplemental Executive Savings Plan.

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: June 3, 2022	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	First Amendment to International Seaways Ship Management LLC Supplemental Executive Savings Plan.
10.2	Second Amendment to International Seaways Ship Management LLC Supplemental Executive Savings Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

Exhibit 10.1

Execution Copy

First Amendment to

International Seaways Ship Management LLC

Supplemental Executive Savings Plan

This First Amendment (the “Amendment”), dated as of June 3, 2022 hereby amends, effective as of the date hereof, the International Seaways Ship Management LLC Supplemental Savings Plan, adopted by INWS on December 26, 2017 (the “INSW SERP”), by and among INSW and each of the Participants as of the date hereof. Capitalized terms used herein and not defined herein have the meanings set forth in the INSW SERP.

WHEREAS, under Section 15 of the INSW SERP, the Board, a duly authorized committee thereof or a person designated by the Board (any such person or persons, the “Committee”) may amend the INSW SERP from time to time and at any time in such manner as he, she or it deems appropriate or desirable;

WHEREAS, under Section 21 of the INSW SERP, if the Committee in its sole discretion determines any provision of the INSW SERP does not comply with the requirements of Code Section 409A, then it shall, in its sole discretion, have the authority to take such actions and to make such interpretations or changes to the INSW SERP as the Committee deems necessary;

WHEREAS, the Committee has, in its sole discretion, determined that the restriction on the timing of distributions set forth in Section 15 of the INSW SERP does not comply with the timing of plan distribution requirements set forth in Treasury Regulation 1.409A-3(j)(4)(ix)(C)(3)-(4) under the general plan termination rule of Code Section 409A;

WHEREAS, the Committee in its sole and absolute discretion, deemed it appropriate and advisable to amend the INSW SERP in accordance with Sections 15 and 21 therein; and

WHEREAS, each of the Participants has approved this Amendment and, upon its execution, this Amendment shall take effect;

NOW, THEREFORE, it is agreed that the INSW SERP shall be amended as follows:

Amendment to Section 15: Section 15 of the INSW SERP is hereby amended to delete this provision in its entirety and replace it with the following:

Amendment or Termination of Plan. The Board (or a duly authorized committee thereof), or a person designated by the Board may, in his, her or its sole and absolute discretion, amend the INSW SERP from time to time and at any time in such manner as he, she or it deems appropriate or desirable, and the Board (or a duly authorized committee thereof) or a person designated by the Board may, in his, her or its sole and absolute discretion, terminate the INSW SERP for any reason or no reason from time to time and at any time in such manner as it deems appropriate or desirable. Each Employer may withdraw from the INSW SERP at any time, in which case it shall be deemed to maintain a separate plan for Participants who are its employees identical to this INSW SERP except that such Employer shall be deemed to be the Company for all purposes. No amendment, termination or withdrawal shall reduce or terminate the then-vested Supplemental Account of any Participant or Beneficiary.

Except as otherwise specifically modified by this Amendment, all terms and provisions of the INSW SERP remain unmodified and in full force and effect.

The terms of Section 8 through 22 of the INSW SERP are hereby incorporated by reference herein and shall apply to this Amendment, mutatis mutandis.

[Signature Page Follows]

	COMMITTEE:

	Jeffrey D. Pribor

	By:	/s/ Jeffrey D. Pribor
	Name:	Jeffrey D. Pribor
	Title:	Chief Financial Officer

	James D. Small III

	By:	/s/ James D. Small III
	Name:	James D. Small III
	Title:	Chief Administrative Officer


	PARTICIPANTS:

	AMITAVA BASU

	By:	/s/ Amitava Basu
	Name:	Amitava Basu
	Title:

	HAITAO HU

	By:	/s/ Haitao Hu
	Name:
	Title:

	YUN HO NO

	By:	/s/ Yun Ho No
	Name:	Yun Ho No
	Title:

	BARBARA NOVELLINO

	By:	/s/ Barbara Novellino
	Name:	Barbara Novellino
	Title:

	LOIS ZABROCKY

	By:	/s/ Lois Zabrocky
	Name:	Lois Zabrocky
	Title:	President & Chief Executive Officer

Exhibit 10.2

Execution Copy

Second Amendment to

International Seaways Ship Management LLC

Supplemental Executive Savings Plan

This Second Amendment (the “Amendment”), dated as of June 3, 2022 hereby amends, effective as of the date hereof, the International Seaways Ship Management LLC Supplemental Savings Plan, adopted by INSW and the Company on December 26, 2017 and amended on June 3, 2022 (the “INSW SERP”). Capitalized terms used herein and not defined herein have the meanings set forth in the INSW SERP.

WHEREAS, under Section 15 of the INSW SERP, the Board or a person designated by the Board may, in his, her or its sole discretion, terminate the INSW SERP for any reason or no reason from time to time and at any time in such manner as it deems appropriate or desirable;

WHEREAS, the Board has, in its sole and absolute discretion, deemed it appropriate and advisable to terminate the INSW SERP in accordance with Section 15 therein; and

WHEREAS, the Board has authorized Mr. James D. Small, in his sole and absolute discretion, to terminate the INSW SERP in accordance with Section 15 therein;

NOW, THEREFORE, it is agreed that the INSW SERP shall be terminated, effective the date hereof, and the balance of each Participant’s Supplemental Account shall be distributed to such Participant in accordance with Section 21 of the INSW SERP.

[Signature Page Follows]

IN WITNESS HEREOF, the undersigned is an officer of INSW and of the Company who has been duly authorized by the Board to execute and deliver this Amendment for and on behalf of INSW and the Company pursuant to Section 15 of the INSW SERP as of the date first stated above.

	INTERNATIONAL SEAWAYS, INC.


	By:	/s/ James D. Small III
	Name:	James D. Small III
	Title:	Chief Administrative Officer, Senior Vice President, Secrutary & General Counsel


	INTERNATIONAL SEAWAYS SHIP MANAGEMENT LLC.


	By:	/s/ James D. Small III
	Name:	James D. Small III
	Title:	Chief Administrative Officer, Senior Vice President, Secrutary, General Counsel & Manager