8-K

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

April 19, 2024 (April 16, 2024)

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)

x 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	New York Stock Exchange

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.

On April 17, 2024, International Seaways, Inc. (the “Company” or “INSW”) announced that it will nominate Kristian K. Johansen and Darron M. Anderson for election as independent directors to the Company’s Board of Directors (the “Board”) at the Company’s upcoming Annual Meeting of Stockholders (the “Annual Meeting”). A copy of the press release announcing the nominations is filed as Exhibit 99.1 to this Form 8-K.

In connection with his nomination, Mr. Johansen has delivered an irrevocable conditional letter of resignation to the Board (the “Letter”) pursuant to which Mr. Johansen has agreed to resign from the Board upon the occurrence of certain events specified in the Letter, including if any member of Seatankers (as defined in the Letter) becomes adverse to the Company or if Mr. Johansen fails to comply with Company and Board policies applicable to directors. A copy of the Letter is filed as Exhibit 99.2 to this Form 8-K.

On April 16, 2024, the Company was notified that, when his current term expires at the Annual Meeting, Mr. Joseph I. Kronsberg will retire from the Board and not stand for re-election as a director. This decision was not the result of any disagreement between Mr. Kronsberg and the Company or the Board on any matter relating to the Company’s operations, policies or practices.

Forward-Looking Statements

This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (the “SEC”), in press releases, or in oral or written presentations by representatives of the Company. Forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “project,” “consider,” “predict,” “potential,” “feel,” or other comparable terminology. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate plans to issue dividends, the Company’s prospects, including statements regarding vessel acquisitions, expected synergies, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors that are difficult to predict or may be beyond the Company’s control. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Investors should carefully consider the risk factors outlined in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in similar sections of other filings made by the Company with the SEC from time to time. The forward-looking statements contained in this press release speak only as of the date hereof and the Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

Additional Information and Where to Find It

The Company plans to file a proxy statement and accompanying solicitation materials with the SEC in connection with the solicitation of proxies for its Annual Meeting. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that the Company may file with the SEC in connection with the Annual Meeting. The proxy statement will contain important information about the Company, the Annual Meeting, and related matters. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND THE ACCOMPANYING SOLICITATION MATERIALS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. These documents, including the proxy statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available for no charge at the SEC’s website at http://www.sec.gov and at the Company’s investor relations website at https://www.intlseas.com/investor-relations/overview/default.aspx.

Participants in the Solicitation

Under SEC rules, the Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with Annual Meeting. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and will be set forth in the proxy statement and accompanying solicitation materials and other documents filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and accompanying solicitation materials.

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
99.1	Press Release dated April 17, 2024
99.2	Irrevocable Conditional Letter of Resignation of Kristian K. Johansen
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.

Date:  April 19, 2024	INTERNATIONAL SEAWAYS, INC.
	By:	/s/ James D. Small III
		Name:	James D. Small III
		Title:	Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

EX-99.1

Exhibit 99.1

 

INTERNATIONAL SEAWAYS, INC. ANNOUNCES NOMINATION OF NEW INDEPENDENT DIRECTORS

New York, NY – April 17, 2024 – International Seaways, Inc. (NYSE: INSW) (“the Company” or “INSW”), one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products, today announced proposed changes to its Board of Directors (the “Board”) ahead of the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which is expected to be held in June 2024. The Company will nominate Kristian K. Johansen and Darron M. Anderson for election as independent directors to the Board at the Annual Meeting. In addition, Joseph I. Kronsberg will be retiring from the Board and will not stand for re-election.

The nomination of Mr. Johansen follows discussions with representatives of the Seatankers Group (“Seatankers”), of which Famatown Finance Limited, INSW’s largest shareholder, is a member. The nomination of Mr. Anderson is the result of the Company’s independent search process following the resignation of Nadim Z. Qureshi from the Board in February 2024.

“We are pleased to welcome Kristian and Darron to our Board,” said Douglas D. Wheat, Chairman of the Board. “Kristian will bring extensive board and executive level experience from the global energy markets that are critical to INSW. Kristian’s nomination reflects collaborative discussions with representatives of Seatankers and our ongoing commitment to refreshing our Board with additional skills and expertise that complement those of our existing directors.”

Mr. Wheat continued, “Darron has significant leadership experience in the oil and natural gas industry and brings firsthand operational experience to our boardroom. We are pleased to nominate and recommend both Kristian and Darron to our Board as we are confident that the Board will benefit from their insights. We look forward to leveraging their expertise and welcoming their diverse and independent perspectives as we navigate the dynamic industry landscape and continue delivering value for all of our stakeholders.”

“The momentum that INSW has built during our record 2023 has carried throughout this year, thanks to both a favorable market environment and to the strategic steps we have taken in recent years,” said Lois K. Zabrocky, Chief Executive Officer of INSW. “We are pleased to add two new members to the Board, who bring complementary experience to the industries we serve and who can help us capture the opportunities ahead. I am excited to collaborate with Kristian and Darron, as well as the rest of the Board, as we drive strong earnings in the near and long-term and execute our balanced capital allocation strategy.”

Mr. Johansen said, “I am excited to have the opportunity to join the Board and its highly qualified directors. I look forward to working alongside my colleagues on the Board and the management team to position the Company for continued success.”

Mr. Anderson said, “International Seaways is operating from a position of strength, and I am eager to join the Board to support the Company as it reaches new heights. I believe my experience in the oil and gas end-markets will contribute to INSW’s business and strategy as the Company continues to execute its strategy and deliver enhanced value for shareholders.”

“We believe that the industry is in the midst of a multi-year upcycle and International Seaways is well-positioned to take advantage of that upcycle,” said Jan Erik Klepsland, Investment Director of Seatankers. “Seatankers looks forward to the Company’s continued efforts to drive shareholder returns, deliver on its strategic initiatives, and capitalize on the opportunities ahead. We appreciate the constructive dialogue with the Board and management and are confident that Kristian will be a strong addition to the Board.”

Mr. Wheat concluded, “Joe has served on INSW’s Board since the Company’s spin-off and subsequent IPO in 2016 and has been instrumental in overseeing the Company’s continued growth and success. On behalf of the entire Board, we would like to thank Joe for his years of service and dedication to INSW.”

 

About Kristian K. Johansen

Mr. Johansen has served as Chief Executive Officer of TGS ASA (OSE:TGS), a global provider of energy data and intelligence, since 2016. He joined TGS in 2010 as Chief Financial Officer and was appointed Chief Operating Officer in February of 2015. Prior to joining TGS, Mr. Johansen was the Executive Vice President and CFO of EDB Business Partner (now Evry) in Oslo, which is one of the largest IT groups in the Nordic region. Mr. Johansen currently is a Non-Executive Director of Valaris LTD (NYSE: VAL) and has served on many public boards and industry associations both in North America and Europe. Mr. Johansen earned his undergraduate and Master’s degrees in business administration from the University of New Mexico in 1998 and 1999.

About Darron M. Anderson

Mr. Anderson currently serves as President and Chief Executive Officer of Stallion Oilfield Holdings, Inc. Prior to that, he served as President, Chief Executive Officer and as a Director of Ranger Energy Services, LLC (NYSE: “RNGR”), where he was responsible for successfully implementing and executing the company’s IPO on the NYSE in August 2017, as well as consolidating four entities to form the current Ranger Energy Services, known today as a market-leading well services company and Permian Basin wireline completion business. Mr. Anderson was previously an executive of Express Energy Services from 2004 through 2015, serving as its President and Chief Executive Officer from 2008 to 2015. Mr. Anderson began his career in the oil and natural gas industry as a drilling engineer for Chevron Corporation in 1991 holding positions of increasing responsibility across U.S. Land, Offshore and Canada. Mr. Anderson resigned from Chevron in 1998 to pursue an entrepreneurial career in oil field services where he has spent the last 25 years building successful service organizations focused on land and offshore drilling, completion and production operations. Mr. Anderson holds a Bachelor of Science in Petroleum Engineering from the University of Texas at Austin.

ABOUT INTERNATIONAL SEAWAYS, INC.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. International Seaways owns and operates a fleet of 77 vessels, including 13 VLCCs, 13 Suezmaxes, 5 Aframaxes/LR2s, 11 LR1s (including 4 newbuildings) and 35 MR tankers. The Company has six additional MRs under contract to purchase, which are expected to be delivered by the end of the second quarter of 2024. International Seaways has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. International Seaways is headquartered in New York City, NY. Additional information is available at https://www.intlseas.com.

Forward-Looking Statements

This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. Forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider," "predict," "potential," "feel," or other comparable terminology. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate plans to issue dividends, the Company’s prospects, including statements regarding vessel acquisitions, expected synergies, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors that are difficult to predict or may be beyond the Company’s control. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Investors should carefully consider the risk factors outlined in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in similar sections of other filings made by the Company with the SEC from time to time. The forward-looking statements contained in this press release speak only as of the date hereof and the Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

 

Additional Information and Where to Find It

The Company plans to file a proxy statement and accompanying solicitation materials with the SEC in connection with the solicitation of proxies for its Annual Meeting. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that the Company may file with the SEC in connection with the Annual Meeting. The proxy statement will contain important information about the Company, the Annual Meeting, and related matters. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND THE ACCOMPANYING SOLICITATION MATERIALS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. These documents, including the proxy statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available for no charge at the SEC’s website at http://www.sec.gov and at the Company’s investor relations website at https://www.intlseas.com/investor-relations/overview/default.aspx.

Participants in the Solicitation

Under SEC rules, the Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with Annual Meeting. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and will be set forth in the proxy statement and accompanying solicitation materials and other documents filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and accompanying solicitation materials.

Contacts

Investor Relations & Media:

Tom Trovato, International Seaways, Inc.

(212) 578-1602

ttrovato@intlseas.com

Matt Sherman / Aaron Palash / Haley Salas

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

EX-99.2

Exhibit 99.2

IRREVOCABLE CONDITIONAL
LETTER OF RESIGNATION
 

April 17, 2024

To: The Board of Directors of International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, New York 10016

Re: Resignation

Ladies and Gentlemen:

This Irrevocable Conditional Letter of Resignation (this “Letter”) is delivered in connection with the announcement of my nomination for election to the Board of Directors (the “Board”) of International Seaways, Inc. (the “Company”) at the Company’s upcoming 2024 Annual Meeting of Stockholders (the “2024 Meeting”). I understand that the announcement of my nomination follows discussions between Seatankers (as defined in Annex A) and the Company. I further acknowledge that I have received a copy of the Company’s Corporate Governance Guidelines and other Company and Board policies with which I will be required to comply should I be elected to the Board at the 2024 Meeting (such policies, as they may be amended from time to time, the “Policies”).

In light of these circumstances, assuming that I am elected to the Board at the 2024 Meeting, I hereby resign from the Board and from any and all committees of the Board on which I serve, subject to and effective following a determination by a majority of the Board (without including myself) that a Resignation Event (as defined in Annex A) has occurred.

Sincerely,

/s/ Kristian K. Johansen

Kristian K. Johansen

Annex A

For purposes of the Letter of which this Annex A forms a part, the capitalized terms defined below have the following definitions:

“Person” or “Persons” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

“Resignation Event” means (a) any failure by me to comply with the Policies or (b) the occurrence of any Seatankers Opposition Event.

“Seatankers” means (x) each of Famatown Finance Limited, Greenwich Holdings Limited, C.K. Limited, Seatankers Management Co. Ltd., and each of their respective Affiliates and Associates (as each such term is defined in Rule 12b-2 promulgated by the U.S. Securities and Exchange Commission under the Exchange Act), and including for the avoidance of doubt any Person that, directly or indirectly controls or has direct or indirect substantial influence with respect to, any of the foregoing, together with any Person directly or indirectly controlled by, or directly or indirectly substantially influenced by, any such Person, and (y) any counterparty with which any Person specified or described in the foregoing clause (x) enters into any agreement, contract, arrangement or understanding providing for voting or other commitments as to any actions under this Annex A of the Letter that would constitute a Seatankers Opposition Event (if such counterparty were included as part of Seatankers). Any Person specified or described in this definition shall be a “member” of Seatankers.

“Seatankers Opposition Event” means Seatankers or any of its members becoming adverse to the Company, which shall include, without limitation, any of the following actions by Seatankers or any of its members, unless such action has been specifically requested in writing by the Company or a majority of the Board:

(a) (i) making, engaging in or in any way participating in, directly or indirectly, any “solicitation” of proxies or consents to vote, or seeking to advise or knowingly encouraging or knowingly influencing any Person with respect to the voting of, or consents to vote, any securities of the Company, (ii) becoming a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any stockholder meeting, or (iii) making any stockholder proposal;

(b) making or submitting, causing or participating in, or in any way knowingly assisting or knowingly facilitating any other Person to make or submit or seek to make or submit to the Company any offer or proposal for any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets, restructuring, liquidation, separation, spin-off, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”); provided, however, that (i) privately discussing potential Extraordinary Transactions with the Company shall not constitute a Seatankers Opposition Event if any such action does not create a public disclosure obligation for any member of Seatankers or the Company, is not publicly disclosed by Seatankers and is undertaken on a basis reasonably designed to be confidential and, (ii) engaging in any of the activities enumerated under this Section (b) of Annex A shall not constitute a Seatankers Opposition Event in the event that the Company has announced a sale process, or has publicly disclosed having entered into an Extraordinary Transaction;

A-1 

(c) (i) calling or seeking to call any meeting of stockholders, including by written consent, (ii) seeking the removal or election of any member of the Board or management, other than in accordance with any recommendation of the Board, or (iii) soliciting consents from stockholders or otherwise acting or seeking to act by written consent, other than in accordance with any recommendation of the Board; provided, however, that privately recommending director candidates for election to the Board shall not constitute a Seatankers Opposition Event if such action does not create a public disclosure obligation for any member of Seatankers or the Company, is not publicly disclosed by any member of Seatankers and is undertaken on a basis reasonably designed to be confidential;

(d) knowingly taking any action in support of or making any public (or reasonably expected to become public) proposal or request with respect to controlling, changing or influencing the Board or management of the Company with respect to the management thereof; provided, however, that public statements with respect to any Extraordinary Transaction that are supportive of such Extraordinary Transaction shall not constitute a Seatankers Opposition Event if such Extraordinary Transaction was not the result of any Seatankers Opposition Event;

(e) making any public (or reasonably expected to become public) disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Letter, except as permitted by this Letter;

(f) making any public (or reasonably expected to become public) disclosure, announcement or statement to take any of the foregoing actions, or otherwise taking or causing any action or making any statement inconsistent with any of the foregoing; or

(g) making or causing to be made any public statement, announcement or communication of any kind, whether verbal, in writing, electronically transferred or otherwise, that criticizes, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of the Company, its Affiliates, its subsidiaries and its or their business or any of its or their officers, employees or directors (including any director or nominee for director (including any former director or director nominee); provided, however, that the making or causing of any such public statement, announcement or communication shall not constitute a Seatankers Opposition Event if such public statement, announcement or communication is made in response to any public statement, announcement or communication of any kind from the Company that criticizes, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of Seatankers.

A-2 

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