🧾 What This Document Is

This is a PRELIMINARY proxy statement (PRE 14A) for International Seaways, Inc. Think of it as a "notice and agenda" for the company's annual shareholder meeting. It's filed in advance to give shareholders the information they need to vote on important company matters. The meeting is a hybrid event—shareholders can attend in person in New York or online.

👉 Why it matters: If you own shares in this company, this document tells you what you're voting on, who you're voting for, and provides key details about how the company is run and how executives are paid.

🏢 What The Company Does

In simple terms, International Seaways (INSW) is a major owner and operator of tanker ships. These ships transport crude oil and refined petroleum products (like gasoline) around the world. They are a key part of the global energy supply chain.

👉 Why it matters: The company's performance is tied to global oil demand, shipping rates, and energy trade patterns. It's a cyclical business influenced by geopolitics and the economy.

📅 Key Meeting Details

When: Monday, June 8, 2026, at 2:00 p.m. Eastern Time.
Where: Hybrid format. In-person at Club 101 (101 Park Ave, NYC) or online at www.virtualshareholdermeeting.com/INSW2026.
Record Date: You must have owned shares by the close of business on April 9, 2026, to vote.
Shares Outstanding: 49,504,696 shares of common stock are eligible to vote.
How to Vote: By mail, phone, or internet before the meeting. You can also vote live if you attend.

🗳️ The Four Proposals to Vote On

Shareholders will vote on these four items:

ELECT DIRECTORS: Choose 9 people to serve on the Board until 2027.
RATIFY AUDITORS: Approve Ernst & Young LLP (EY) as the company's accounting firm for 2026.
APPROVE EXECUTIVE PAY: A non-binding "say-on-pay" vote to approve the compensation of the top executives for 2025.
RATIFY A RIGHTS AGREEMENT: Approve the "Second Amended and Restated Rights Agreement," which is a type of shareholder rights plan (often called a "poison pill") designed to prevent a hostile takeover.

👉 Why it matters: Proposals 1, 2, and 4 require a majority of votes cast to pass. Proposal 3 is advisory, but the board promises to consider the results. Your vote as a shareholder directly influences the company's leadership and key policies.

👥 Meet the Board Nominees (Proposal 1)

The board is proposing the same 9 directors who currently serve. Here’s a quick snapshot of their expertise:

Darron M. Anderson: CEO of Stallion Infrastructure. Deep oil & gas services experience.
Timothy J. Bernlohr: Founder of TJB Management Consulting. Expert in restructurings and strategy.
Ian T. Blackley: Independent Chairman. Former CEO/COO/CFO of INSW's predecessor. The shipping insider.
A. Kate Blankenship: Former Chief Accounting Officer at Frontline Ltd. A shipping financial expert.
Randee E. Day: Maritime consulting CEO. Extensive banking and shipping leadership experience.
David I. Greenberg: Managing Director at Cortina Partners. Legal and governance expertise.
Kristian K. Johansen: CEO of TGS ASA (energy data). Nominated after talks with a major shareholder, Seatankers.
Craig H. Stevenson, Jr.: Former CEO of Diamond S Shipping (which merged with INSW).
Lois K. Zabrocky: President & CEO of INSW. The only non-independent director, leading the company since its 2016 spin-off.

👉 Why it matters: The board provides oversight. This group has heavy experience in shipping, finance, and energy. The chairman, Mr. Blackley, has deep company knowledge, while most others are independent.

💰 How Directors & Executives Are Paid

Director Compensation (2025):

Chairman (Mr. Blackley): $192,000 cash + $235,000 in stock = Total $426,982.
Other Directors: $80,000-$115,000 cash + $115,000 in stock = Total around $200,000 - $230,000.
They also have stock ownership guidelines (must own stock worth 3x their annual cash retainer).

Executive Compensation (The NEOs): The "Compensation Discussion & Analysis" (CD&A) section explains the pay-for-performance philosophy. The 2025 pay for the top executives (CEO, CFO, etc.) is detailed in tables later in the document.

2025 "Say-on-Pay" Result: Over 97% of shareholder votes approved the executive compensation last year.
The company regularly engages with its top 50 shareholders about these matters.

👉 Why it matters: Pay is designed to align executives with shareholders—a large portion is in company stock. The high approval rate last year suggests shareholders were happy with the structure.

⚖️ Big Picture: Governance & Risks

How the Company is Governed:

Separation of Roles: The CEO (Ms. Zabrocky) and Chairman (Mr. Blackley) are different people.
Board Committees: The work is divided into four key committees:
- Audit Committee (oversees financials, with EY as auditor).
- Compensation Committee (sets pay).
- Governance Committee (nominates directors, oversees risks like cybersecurity).
- Sustainability & Safety Committee (oversees environmental and safety policies).
Related Party Transactions: The filing states there were no related party transactions in 2025, meaning no major deals with directors or executives.

Key Risks & Oversight: The Board oversees major risks, including:

Financial & Audit Risks (via the Audit Committee).
Non-Financial & Cybersecurity Risks (via the Governance Committee).
Executive Pay Risks (via the Compensation Committee).
Environmental & Safety Risks (via the Sustainability Committee).

👉 Why it matters: This structure is designed to ensure checks and balances. Specialized committees focus on specific areas of risk, from money to hackers to the environment.

🔮 What's Next

After the June 8 meeting, the company will:

Implement the shareholder votes (e.g., seat the elected directors).
Continue its business of operating tankers in a volatile energy market.
The board will review the "say-on-pay" vote results and consider shareholder feedback.

Deadlines for 2027:

Shareholder proposals for the 2027 annual meeting must be submitted by December 31, 2026.

🧠 The Analogy

Think of this annual meeting like a co-op or condo building's annual owners' meeting. The board of directors (the "Board Nominees") are like the building's board members you elect. Hiring the accounting firm (EY) is like choosing the auditor for the building's finances. The "say-on-pay" is like voting on whether you approve the building manager's salary. And ratifying the "Rights Agreement" is like approving a bylaw change to make it harder for a single investor to buy up too many units and take control.

🧩 Final Takeaway

This proxy statement is your guide to voting as a shareholder of International Seaways. You are being asked to approve the people who oversee the company, the accountants who check its books, the pay for its top bosses, and a defensive strategy against takeovers. The company highlights strong shareholder support last year and a board with deep shipping and financial experience to navigate the cyclical tanker industry.

INSW Seeks Shareholder Ratification of Poison Pill at Annual Meeting