International Seaways Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine incumbent director nominees to serve until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers for 2025 as described in the Compensation Discussion and Analysis and compensation tables.

   More detail

   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.

4. 4

   Ratification of the Second Amended and Restated Rights Agreement

   ManagementBoard: FOR

   Ratify the Board’s adoption of the Second Amended and Restated Rights Agreement (shareholder rights plan) that extends the term to April 8, 2029 and increases the Rights exercise Purchase Price from $50 to $95 per share.

   More detail

   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.

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When is the International Seaways Inc 2026 annual meeting?

International Seaways Inc (INSW) holds its 2026 annual shareholder meeting on Monday, June 8, 2026.

What is the record date for the International Seaways Inc 2026 meeting?

The record date for the International Seaways Inc 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for International Seaways Inc's 2026 meeting?

The board is presenting 9 director nominees at the International Seaways Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the International Seaways Inc 2026 meeting?

Shareholders will vote on 4 proposals at the International Seaways Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.