Executive pay and rights plan backed at International Seaways (NYSE: INSW)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

International Seaways, Inc. reported results of its 2026 annual stockholders meeting and approved several executive and director compensation changes. Stockholders elected nine directors and ratified Ernst & Young LLP as auditor for 2026, with 44,669,718 shares voting for auditor ratification.

Shareholders approved, on an advisory basis, 2025 compensation for named executive officers and ratified the Second Amended and Restated Rights Agreement. The company had 49,504,696 shares outstanding on the record date, with 44,769,310 shares represented at the meeting, equal to 90.43% of shares entitled to vote.

The board increased base salaries for senior leaders, including CEO Lois Zabrocky to $850,000 and CFO Jeffrey Pribor to $675,000, effective retroactively from January 1, 2026. It also raised equity target opportunities, with the CEO’s set at 400% of base salary, and enhanced cash and equity compensation for the board chair and non‑employee directors.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding on record date: 49,504,696 shares Shares represented at meeting: 44,769,310 shares Auditor ratification votes for EY: 44,668,718 shares +5 more

8 metrics

Shares outstanding on record date 49,504,696 shares Common Stock entitled to vote at 2026 annual meeting

Shares represented at meeting 44,769,310 shares 90.43% of shares outstanding and entitled to vote

Auditor ratification votes for EY 44,668,718 shares Votes in favor of 2026 auditor ratification

CEO base salary $850,000 per year Lois Zabrocky, retroactive from January 1, 2026

CFO base salary $675,000 per year Jeffrey Pribor, retroactive from January 1, 2026

CEO equity target 400% of base salary Annual equity target opportunity for 2026

Board Chair cash compensation $190,000 per year Annual cash for Chair, retroactive from March 10, 2026

Non-executive chair equity grant $235,000 restricted stock Expected to vest in June 2027

Key Terms

broker non-votes, advisory vote, Second Amended and Restated Rights Agreement, restricted stock grants, +1 more

5 terms

broker non-votes financial

"There were 3,031,634 broker non-votes in respect of the election of directors."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"approved, in an advisory vote, the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Second Amended and Restated Rights Agreement financial

"ratified the Second Amended and Restated Rights Agreement dated as of April 9, 2026"

restricted stock grants financial

"provided for equity compensation for non-employee directors in the form of restricted stock grants expected to vest in June 2027"

equity target opportunity financial

"approved, for 2026, increases to Ms. Zabrocky’s annual equity target opportunity to 400% of her base salary"

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Understanding 8-K Material Events →

06/12/2026 - 05:15 PM

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

                            June 8, 2026 (June 12, 2026)                            

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 ¨

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 true	New York Stock Exchange

Section 5 - Corporate Governance and Management

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 VOTE
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.

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.

Compensatory Arrangements of Certain Officers and Directors

On June 8, 2026, the Company’s Board of Directors (the “Board”) of approved and ratified certain actions concerning the compensation of the Company’s President and Chief Executive Officer (Ms. Lois Zabrocky); its Senior Vice President and Chief Financial Officer (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 Board 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 receives an annual base salary of $850,000; Mr. Pribor receives an annual base salary of $675,000; Mr. Small receives an annual base salary of $600,000; and Mr. Oshodi receives an annual base salary of $333,000. In addition, the Board approved increases to the annual base salaries of each of Mr. Solon and Mr. Nugent to $500,000. All such salary increases are retroactive with effect from January 1, 2026.

The Board also approved, for 2026, increases to Ms. Zabrocky’s annual equity target opportunity to 400% of her base salary; to Mr. Pribor’s annual equity target opportunity to 200% of his base salary; to Mr. Small’s annual equity target opportunity to 150% of his base salary; to Messrs. Solon and Nugent’s annual equity target opportunity to 175% of each of their base salary; and to retaining Mr. Oshodi’s annual equity target opportunity at 75% of his base salary. Future equity grants, if any, will be made by the Board or its Human Resources and Compensation Committee (the “Committee”) pursuant to the terms of the Company’s equity plans after consideration of various factors deemed relevant by them, and any future increase or decrease in such annual equity target opportunities are subject in each case to decisions of the Board or the Committee.

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

In addition, on June 8, 2026, the Board ratified a prior approval of the Committee to increase the annual cash compensation payable to the Chair of the Board to $190,000 per annum, retroactive with effect from March 10, 2026. On June 8, 2026, the Board also provided for equity compensation for non-employee directors in the form of restricted stock grants expected to vest in June 2027, of $235,000 for the non-Executive Chairman of the Board and of $150,000 for each other non-employee director.

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. 10 to Ms. Zabrocky Employment Agreement.
10.2		Form of Amendment No. 8 to Mr. Pribor Employment Agreement.
10.3		Form of Amendment No. 9 to Mr. Small Employment Agreement.
10.4		Form of Amendment No. 10 to Mr. Oshodi Employment Agreement.

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: June 12, 2026	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. 10 to Ms. Zabrocky Employment Agreement.
10.2		Form of Amendment No. 8 to Mr. Pribor Employment Agreement.
10.3		Form of Amendment No. 9 to Mr. Small Employment Agreement.
10.4		Form of Amendment No. 10 to Mr. Oshodi Employment Agreement.

Source: View Original Filing on SEC EDGAR

FAQ

What did International Seaways (INSW) stockholders approve at the 2026 annual meeting?

Stockholders elected nine directors, ratified Ernst & Young LLP as 2026 auditor, approved 2025 named executive officer pay on an advisory basis, and ratified the Second Amended and Restated Rights Agreement between International Seaways and Computershare Trust Company, N.A. as Rights Agent.

How many International Seaways (INSW) shares were represented at the 2026 annual meeting?

At the meeting, 44,769,310 shares of Common Stock were represented in person or by proxy out of 49,504,696 shares entitled to vote, representing 90.43% of the outstanding voting power on the record date for the 2026 annual stockholders meeting.

What executive salary changes did International Seaways (INSW) approve in June 2026?

The board increased base salaries for several executives, including CEO Lois Zabrocky to $850,000, CFO Jeffrey Pribor to $675,000, James D. Small to $600,000, and Adewale Oshodi to $333,000, all retroactive to January 1, 2026, with additional increases for other senior officers.

How did International Seaways (INSW) change executive equity incentive targets for 2026?

For 2026, the company set CEO Lois Zabrocky’s annual equity target opportunity at 400% of base salary, CFO Jeffrey Pribor’s at 200%, James Small’s at 150%, Derek Solon’s and William Nugent’s at 175%, while keeping Adewale Oshodi’s at 75% of base salary.

What director compensation changes did International Seaways (INSW) adopt in June 2026?

The board ratified increasing annual cash compensation for the Board Chair to $190,000, retroactive to March 10, 2026, and approved restricted stock grants expected to vest in June 2027 of $235,000 for the non‑executive chair and $150,000 for each other non‑employee director.

How did shareholders vote on International Seaways (INSW) 2025 executive compensation?

Shareholders approved 2025 named executive officer compensation on an advisory basis, with 41,218,025 shares voting for, 476,858 shares against, and 42,793 shares abstaining. There were 3,031,634 broker non‑votes recorded for this advisory compensation resolution.

Filing Exhibits & Attachments

8 documents