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

March 14, 2023 (March 8, 2023)

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 5.02 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 8, 2023, 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 Treasure (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 $750,000; Mr. Pribor will receive an annual base salary of $580,000; Mr. Small will receive an annual base salary of $530,000; and Mr. Oshodi will receive an annual base salary of $297,707. The Committee also approved increases to the annual base salaries of each of Mr. Solon and Mr. Nugent to $410,000 and increases in their target bonus percentages to 100%. The salary increases will be retroactive with effect from January 1, 2023.

The Committee also approved increases to Mr. Pribor annual equity target opportunity to 175% of his base salary, and to Mr. Oshodi’s annual equity target opportunity to 65% of his base salary, subject in each case to any decision by the Board with respect to any future increase or decrease. Future equity grants, if any, will be made by the Committee or the Board pursuant to the terms of the Company’s equity plans after consideration of various factors deemed relevant by them.

The Committee also approved changes in the title of Mr. Nugent from “Senior Vice President and Head of Vessel Operations” to “Senior Vice President and Chief Technical and Sustainability Officer”.

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. 8 to Ms. Zabrocky Employment Agreement.
10.2	Form of Amendment No. 5 to Mr. Pribor Employment Agreement.
10.3	Form of Amendment No. 6 to Mr. Small Employment Agreement.
10.4	Form of Amendment No. 7 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 14, 2023	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. 8 to Ms. Zabrocky Employment Agreement.
10.2	Form of Amendment No. 5 to Mr. Pribor Employment Agreement.
10.3	Form of Amendment No. 6 to Mr. Small Employment Agreement.
10.4	Form of Amendment No. 7 to Mr. Oshodi Employment Agreement.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 10.1

Form of Amendment No. 8 to Lois K. Zabrocky’s Employment Agreement

This Amendment No. 8 (the “Amendment”), dated as of March 8, 2023 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Lois K. Zabrocky (the “Executive”).

WHEREAS, Overseas Shipholding Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated September 29, 2014 and as amended as of March 30, 2016, August 3, 2016 November 7, 2016, which was assumed by the Company and subsequently further amended as of April 4, 2018, April 5, 2019 and April 2, 2020 and April 7, 2022 (the “Employment Agreement”).

WHEREAS, the Employment Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the “Assignment”).

WHEREAS, pursuant to Section 13(g) of the Employment Agreement, following the Assignment, references to “the Company” in the Employment Agreement constitute a reference to the Company (rather than to OSG).

WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

Section 3(a) is hereby amended by replacing “$696,600” with “$750,000”.

Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall be binding on the Company in the same manner and to the same extent as on OSG if no assignment to the Company had taken place.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.

	Lois K. Zabrocky





	International Seaways, Inc.




	Name:


	Title:

Exhibit 10.2

Form of Amendment No. 5 to Jeffrey D. Pribor’s Employment Agreement

This Amendment No. 5 (the “Amendment”), dated as of March 8, 2023 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Jeffrey D. Pribor (the “Executive”).

WHEREAS, the Company and the Executive previously entered into an employment agreement, dated November 9, 2016, as amended as of April 5, 2019, April 2, 2020, March 16, 2021 and April 7, 2022 (the “Employment Agreement”).

WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

Section 3(a) is hereby amended by replacing “$547,000” with “$580,000”.

Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall be binding on the Company.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.

	Jeffrey D. Pribor





	International Seaways, Inc.




	Name:


	Title:

Exhibit 10.3

Form of Amendment No. 6 to James D. Small’s Employment Agreement

This Amendment No. 6 (the “Amendment”), dated as of March 8, 2023 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and James D. Small (the “Executive”).

WHEREAS, Overseas Shipholding Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated February 13, 2015 and as amended as of March 30, 2016, August 3, 2016, November 7, 2016, April 2, 2020 and April 7, 2022, which was assumed by the Company (the “Employment Agreement”).

WHEREAS, the Employment Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the “Assignment”).

WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

Section 3(a) is hereby amended by replacing “$500,500” with “$530,000”.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.

	James D. Small III





	International Seaways, Inc.




	Name:


	Title:

Exhibit 10.4

Form of Amendment No. 7 to Wale Oshodi’s Employment Agreement

This Amendment No. 7 (the “Amendment”), dated as of March 8, 2023 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Adewale O. Oshodi (the “Executive”).

WHEREAS, Overseas Shipholding Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated September 29, 2014 and as amended as of March 2, 2015, which was assumed by the Company and subsequently further amended as of November 7, 2017, April 5, 2019, April 2, 2020 and March 16, 2021 and April 7, 2022 (the “Employment Agreement”).

WHEREAS, the Employment Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the “Assignment”).

WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

Section 3(a) is hereby amended by replacing “$285,708” with “$297,707.74”.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.

	Adewale O. Oshodi





	International Seaways, Inc.




	Name:


	Title: