International Seaways, Inc.

8-K · tm2617854d1_8k.htm iXBRL

0001679049

 2026-06-08
 2026-06-08

 0001679049

 us-gaap:CommonStockMember

 2026-06-08
 2026-06-08

 0001679049

 insw:RightscommonstockMember

 2026-06-08
 2026-06-08

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 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 8, 2026
(June 12, 2026)                            

 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

 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 8, 2026, International Seaways, Inc. (“ INSW ”
or the “ Company ”) held its Annual Meeting of Stockholders for 2026 (the “ Annual Meeting ”).
There were 49,504,696 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 44,769,310 shares were represented at the meeting by holders present in person or by proxy (constituting
90.43% of the shares outstanding and entitled to vote).

  

 At the Annual Meeting, stockholders (1) elected nine directors; (2)
ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2026;
(3) approved, in an advisory vote, the compensation of the Company’s named executive officers (“ NEO s”) for 2025
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 ”);
and (4) ratified the Second Amended and Restated Rights Agreement dated as of April 9, 2026 between the Company and Computershare Trust
Company, N.A., as Rights Agent.

  

 A replay of the Annual Meeting is available at www.virtualshareholdermeeting.com/INSW2026,
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
  

 Darron M. Anderson  
   41,646,243    
   91,433  

 Timothy J. Bernlohr  
   41,524,751    
   212,925  

 Ian T. Blackley  
   41,142,013    
   595,663  

 A. Kate Blankenship  
   41,644,823    
   92,853  

 Randee E. Day  
   41,572,696    
   164,980  

 David I. Greenberg  
   41,580,678    
   156,998  

 Kristian K. Johansen  
   39,511,902    
   2,225,774  

 Craig H. Stevenson, Jr.  
   41,661,563    
   76,113  

 Lois K. Zabrocky  
   41,665,149    
   72,527  

  

 Re-election required that the nominee receive a majority of the votes
cast for his or her election. There were 3,031,634 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 2026 was ratified by a vote of 44,668,718 shares of Common Stock
in favor and 80,452 shares of Common Stock against. In addition, 20,140 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 2025 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 41,218,025 shares of Common Stock in favor, 476,858 shares of Common
Stock against and 42,793 shares of Common Stock abstained. There were 3,031,634 broker non-votes in respect of the advisory vote
relating to NEO compensation.

  

 The resolution to ratify the Second Amended and Restated Rights Agreement
dated as of April 9, 2026 between the Company and Computershare Trust Company, N.A., as Rights Agent, was approved by a vote of 27,238,846
shares of Company Stock in favor, 14,456,177 shares of Common Stock against and 42,653 shares of Common Stock abstained. There were 3,031,634
broker non-votes in respect of this resolution.

  

  

  

  

 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.

  

 Compensatory Arrangements of Certain Officers
and Directors

  

 On June 8, 2026, the Company’s Board of
Directors (the “ Board ”) of approved and ratified 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 Board approved entry by the Company into agreements
to implement annual base salary increases for each of Ms. Zabrocky, Mr. Pribor, Mr. Small and Mr. Oshodi, the forms of which are filed
as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively. As a result of these increases, Ms. Zabrocky receives an annual base salary of $850,000;
Mr. Pribor receives an annual base salary of $675,000; Mr. Small receives an annual base salary of $600,000; and Mr. Oshodi receives an
annual base salary of $333,000. In addition, the Board approved increases to the annual base salaries of each of Mr. Solon and Mr. Nugent
to $500,000. All such salary increases are retroactive with effect from January 1, 2026.

  

 The Board also approved, for 2026, increases to
Ms. Zabrocky’s annual equity target opportunity to 400% of her base salary; to Mr. Pribor’s annual equity target opportunity
to 200% of his base salary; to Mr. Small’s annual equity target opportunity to 150% of his base salary; to Messrs. Solon and Nugent’s
annual equity target opportunity to 175% of each of their base salary; and to retaining Mr. Oshodi’s annual equity target opportunity
at 75% of his base salary. Future equity grants, if any, will be made by the Board or its Human Resources and Compensation Committee (the
“ Committee ”) pursuant to the terms of the Company’s equity plans after consideration of various factors
deemed relevant by them, and any future increase or decrease in such annual equity target opportunities are subject in each case to decisions
of the Board or the Committee.

  

 All other material terms of such persons’
employment remain unchanged.

  

 In addition, on June 8, 2026, the Board
ratified a prior approval of the Committee to increase the annual cash compensation payable to the Chair of the Board to $190,000
per annum, retroactive with effect from March 10, 2026. On June 8, 2026, the Board also provided for equity compensation for
non-employee directors in the form of restricted stock grants expected to vest in June 2027, of $235,000 for the non-Executive
Chairman of the Board and of $150,000 for each other non-employee director.

  

  

  

  

 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. 10 to Ms. Zabrocky Employment Agreement .

 10.2
  
 Form
 of Amendment No. 8 to Mr. Pribor Employment Agreement .

 10.3
  
 Form
 of Amendment No. 9 to Mr. Small Employment Agreement .

 10.4
  
 Form
 of Amendment No. 10 to Mr. Oshodi Employment Agreement .

  

  

  

  

 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 12, 2026
 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. 10 to Ms. Zabrocky Employment Agreement .

 10.2
  
 Form
 of Amendment No. 8 to Mr. Pribor Employment Agreement .

 10.3
  
 Form
 of Amendment No. 9 to Mr. Small Employment Agreement .

 10.4
  
 Form
 of Amendment No. 10 to Mr. Oshodi Employment Agreement .