Toggle SGML Header (+)


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
 
                      July 8, 2020                       
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 [x]
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. [x]

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



 
 
 
 

 

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 July 8, 2020, Mr. Gregory A. Wright resigned from the Board of Directors (the “Board”) of International Seaways, Inc. (the “Company”) with immediate effect. Mr. Wright’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  In connection with his resignation, Mr. Wright’s previously granted stock-based director fees will be treated as fully vested, and in consideration of the Company’s and the Board’s ability to seek advice from him following his resignation through the end of the second quarter of 2021, the Company will pay Mr. Wright approximately $100,000.
Following Mr. Wright’s resignation, the Company appointed Ms. Randee E. Day, a current director, as the Chair of the Audit Committee, and appointed Mr. Ian T. Blackley, a current director, as a member of the Audit Committee and the Corporate Governance and Risk Assessment Committee. The Board has previously determined that both Ms. Day and Mr. Blackley are “independent”, and that Ms. Day is an “audit committee financial expert”, in each case as defined under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.

.


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: July 8, 2020
By
/s/ James D. Small III
 
 
Name:
James D. Small III
   
Title:
Chief Administrative Officer, Senior Vice President, Secretary and General Counsel
 



 
 
  

(Back To Top)