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Section 1: 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

                       May 24, 2018                       
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
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))
 





Section 5 - Corporate Governance and Management

Item 5.07  Submission of Matters to a Vote of Security Holders

On May 24, 2018, International Seaways, Inc. held its Annual Meeting of Stockholders. The Registrant had 29,123,331 shares of its Common Stock outstanding and entitled to vote at the Annual Meeting, of which 19,574,119 shares were represented at the meeting by holders present in person or by proxy, constituting 67.21% of the shares outstanding and entitled to vote.  At the Annual Meeting, stockholders elected nine Directors, ratified the appointment of Ernst & Young LLP as the Registrant's independent registered public accounting firm for the year 2018, and approved, in an advisory vote, the compensation of the Named Executive Officers for 2017 as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the Registrant's Proxy Statement.  All of the nominees for Directors were duly elected to serve, subject to the Registrant's By-laws, as Directors of the Registrant 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 (there were 1,864,959 broker non-votes):

NAME OF NOMINEE FOR DIRECTOR
 
 
VOTED FOR
 
WITHHELD
AUTHORITY TO VOTE
Doug Wheat
 
 17,425,491
 
 283,669
Timothy J. Bernlohr
 
 17,410,768
 
 298,392
Ian T. Blackley
 
 17,447,264
 
 261,896
Randee E. Day
 
 17,448,018
 
 261,142
David I. Greenberg
 
  17,497,452
 
 211,708
Joseph I. Kronsberg
 
 17,447,254
 
 261,906
Ty E. Wallach
 
 16,654,812
 
 1,054,348
Gregory A. Wright
 
 17,413,930
 
 295,230
Lois K. Zabrocky
 
17,528,611
 
180,549

The resolution to ratify the appointment of Ernst & Young LLP as the Registrant's independent registered public accounting firm for the year 2018 was ratified by a vote of 19,561,542 shares of Common Stock in favor, 7,479 shares of Common Stock against and 5,098 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 2017 as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the Registrant's Proxy Statement was approved by a vote of 17,657,419 shares of Common Stock in favor, 47,183 shares of Common Stock against and 4,558 shares of Common Stock abstained.  There were 1,864,959 broker non-votes.



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:  May 30, 2018
 
By:
 
 
 /s/James D. Small III
 
 
Name:
Title:
James D. Small III
Chief Administrative Officer, Senior Vice President,
Secretary and General Counsel




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