06/12/2026 | Press release | Distributed by Public on 06/12/2026 15:16
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 ("NEOs") 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 |
||||||
| 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.