8-K

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 6, 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<br>Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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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

Section7 – Regulation FD

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Item 7.01	Regulation FD Disclosure.

The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 7.01 — Regulation FD Disclosure of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.

On June 6, 2023, International Seaways, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing the preliminary voting results from the Company’s 2023 Annual Meeting of Stockholders.

Section 9 – Financial Statementsand 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
99.1	Press Release dated June 6, 2023.

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 6, 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
99.1	Press Release dated June 6, 2023.

Exhibit 99.1

INTERNATIONAL SEAWAYS ANNOUNCES PRELIMINARYRESULTS OF 2023 ANNUAL MEETING OF STOCKHOLDERS

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NewYork, NY – June 6, 2023 – International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”), one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products, today announced that based on the preliminary voting results provided by its proxy solicitor following the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), INSW stockholders have voted to re-elect all ten of the Company’s nominees: Douglas D. Wheat, Timothy J. Bernlohr, Ian T. Blackley, Alexandra K. Blankenship, Randee E. Day, David I. Greenberg, Joseph I. Kronsberg, Nadim Z. Qureshi, Craig H. Stevenson, Jr., and Lois K. Zabrocky.

At the Annual Meeting, stockholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; approved the compensation of the Named Executive Officers for 2023 as described in the Company’s Proxy Statement; approved the frequency of future advisory votes on Named Executive Officer for every year and ratified the Company’s Amended and Restated Shareholder Rights Agreement.

“On behalf of International Seaways’ Board, I would like to thank our stockholders for their participation and feedback throughout this process,” said Douglas Wheat, Chairman of the Board. “Today’s results demonstrate our stockholders’ strong support for our highly qualified, diversified Board and the strategy we are executing to drive long-term value creation. We will continue to take decisive action to build on our track record to enhance stockholder value.”

The Company will file final voting results with the U.S. Securities and Exchange Commission on a Form 8-K within four days after the Annual Meeting.

ABOUTINTERNATIONAL SEAWAYS, INC.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. International Seaways owns and operates a fleet of 76 vessels, including 13 VLCCs, 13 Suezmaxes, five Aframaxes/LR2s, eight LR1s and 37 MR tankers. International Seaways has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. International Seaways is headquartered in New York City, NY. Additional information is available at https://www.intlseas.com.

Forward-LookingStatements

This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate plans to issue dividends, the Company’s prospects, including statements regarding vessel acquisitions, expected synergies, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2022 for the Company, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and in similar sections of other filings made by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

InvestorRelations & Media Contact:

Tom Trovato, International Seaways, Inc.

(212) 578-1602

ttrovato@intlseas.com

Matt Sherman / Aaron Palash / Haley Salas

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449