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International Seaways, Inc. – ‘8-K’ for 3/14/24

On: Tuesday, 3/19/24, at 5:15pm ET · For: 3/14/24 · Accession #: 1104659-24-36216 · File #: 1-37836

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/19/24  International Seaways, Inc.       8-K:5,9     3/14/24   15:295K                                   Toppan Merrill/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     38K 
 2: EX-10.1     Material Contract                                   HTML     12K 
 3: EX-10.2     Material Contract                                   HTML     11K 
 4: EX-10.3     Material Contract                                   HTML     12K 
 5: EX-10.4     Material Contract                                   HTML     12K 
10: R1          Cover                                               HTML     53K 
12: XML         IDEA XML File -- Filing Summary                      XML     12K 
15: XML         XBRL Instance -- tm249275d1_8k_htm                   XML     21K 
11: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 7: EX-101.DEF  XBRL Definitions -- insw-20240314_def                XML     74K 
 8: EX-101.LAB  XBRL Labels -- insw-20240314_lab                     XML    103K 
 9: EX-101.PRE  XBRL Presentations -- insw-20240314_pre              XML     71K 
 6: EX-101.SCH  XBRL Schema -- insw-20240314                         XSD     14K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               27±    36K 
14: ZIP         XBRL Zipped Folder -- 0001104659-24-036216-xbrl      Zip     30K

‘8-K’ — Current Report

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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

March 19, 2024 ( i March 14, 2024)

Date of Report (Date of earliest event reported)

i International Seaways, Inc.

(Exact Name of Registrant as Specified in Charter)

i 1-37836-1

Commission File Number

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

i 600 Third Avenue, i 39th Floor

i New York, i New York i 10016

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code ( i 212) i 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:

i ¨

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

i ¨

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

i ¨

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

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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 i ¨

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
i Common Stock (no par value)	i INSW	i New York Stock Exchange
i Rights to Purchase Common Stock	N/A true	i 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.

(e) Compensatory Arrangements of Certain Officers

On March 14, 2024, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Seaways, Inc. (“INSW” or the “Company”), on behalf of the Board, approved certain actions concerning the compensation of the Company’s President and Chief Executive Officer (Ms. Lois Zabrocky); its Senior Vice President, Chief Financial Officer and Treasurer (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 Committee 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 will receive an annual base salary of $800,000; Mr. Pribor will receive an annual base salary of $610,000; Mr. Small will receive an annual base salary of $555,000; and Mr. Oshodi will receive an annual base salary of $310,860. The Committee also approved increases to the annual base salaries of each of Mr. Solon and Mr. Nugent to $435,000. The salary increases will be retroactive with effect from January 1, 2024.

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

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. 9 to Ms. Zabrocky Employment Agreement.
10.2	Form of Amendment No. 6 to Mr. Pribor Employment Agreement.
10.3	Form of Amendment No. 7 to Mr. Small Employment Agreement.
10.4	Form of Amendment No. 8 to Mr. Oshodi Employment Agreement.
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: March 19, 2024	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. 9 to Ms. Zabrocky Employment Agreement.
10.2	Form of Amendment No. 6 to Mr. Pribor Employment Agreement.
10.3	Form of Amendment No. 7 to Mr. Small Employment Agreement.
10.4	Form of Amendment No. 8 to Mr. Oshodi Employment Agreement.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	3/19/24
For Period end:	3/14/24	144, 4
	1/1/24
		List all Filings

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Filing Submission 0001104659-24-036216 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)