International Seaways Inc

This non-binding advisory proposal asks stockholders to approve the Company’s 2025 executive compensation as disclosed in the CD&A and accompanying tables. Management seeks this advisory ratification to validate the design and outcomes of its pay-for-performance program, which the Compensation Committee says is intended to attract and retain executive talent while aligning management incentives with stockholder value. The 2025 program combined base salary, an annual cash incentive formula heavily weighted to Earnings from Shipping Operations (ESO) with business/operational and individual performance components, and long-term equity awards comprised of time‑based RSUs and performance‑based RSUs tied to three‑year ROIC and relative TSR vesting conditions. The CD&A discloses detailed target and payout ranges, peer benchmarking, governance safeguards (clawback policy, stock ownership guidelines, independent compensation consultant), and historical say‑on‑pay support (over 97% approval in 2025). Because the vote is advisory and non‑binding, the Board and Compensation Committee will nevertheless review the vote results and ongoing stockholder feedback and may adjust plan design and metrics over time. Management’s recommendation for a FOR vote rests on the Committee’s view that compensation is appropriately balanced between short‑term operational performance and long‑term alignment via equity, and that payouts for 2025 reflected achievement of ESO, business/operational metrics and individual goals. A sophisticated evaluator should weigh the cyclicality of the tanker business, the use of ESO as a primary financial metric (including its definition and adjustments), the structure and vesting of PRSUs (ROIC and TSR gating, with maximum 150% payouts), and the company’s strong prior shareholder support when assessing whether the advisory approval indicates sufficient alignment or warrants further engagement on pay design and disclosure.

This proposal asks stockholders to ratify the Board’s adoption of a revised shareholder rights plan (the Second A&R Rights Agreement). Management is seeking ratification after the Board amended the prior rights agreement to extend its term through April 8, 2029 and to raise the Rights’ Purchase Price from $50 to $95, while preserving the 20% beneficial ownership “Acquiring Person” threshold and the qualifying‑offer carve‑outs. The Board adopted the original plan in 2022 in response to an aggressive accumulation by Famatown Finance Limited and continues to view the updated terms as a measured defensive mechanism designed to discourage creeping acquisitions and to require any potential acquirer to negotiate with the Board or pay a control premium that benefits all stockholders. The structure is non‑dilutive in ordinary circumstances, allows redemption by the Board, and contains a qualifying‑offer process so a fully‑financed, fair offer can proceed without interference; it also contemplates protections for stockholder value and provides for exchange or redemptive mechanisms following a Triggering Event. The Board indicates it will consider the outcome of the non‑binding ratification vote and stockholder feedback in exercising its fiduciary duties, and notes that ratification does not legally bind the Board but signals stockholder support for the continued use of the rights plan. For analysts, relevant considerations include the company’s shareholder base concentration (Famatown’s ~15.8% ownership), the fact that the rights plan is defensive rather than anti‑takeover in purpose (permitted carve‑outs for qualifying offers), and the trade‑offs between governance responsiveness and providing the Board negotiating leverage to capture control premia for all holders. The Board argues the Second A&R preserves stockholder value and board flexibility while minimizing unintended interference with fair, fully‑financed offers, which is the core rationale for its recommendation to ratify.