International Seaways (INSW) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 8, 2026, with hybrid in-person and virtual participation options.

• Focused on fleet optimization, capital allocation, and enhancing shareholder value in 2025.

• Returned over $1 billion to shareholders since 2020 through dividends and share repurchases.

• Strong liquidity position at year-end 2025 with $723.6 million and low leverage ratios.

• Published sixth annual Sustainability Report and advanced decarbonization initiatives.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2027 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on 2025 executive compensation (say-on-pay).

• Ratification of the Second Amended and Restated Rights Agreement, extending the plan to April 2029 and increasing the purchase price to $95 per share.

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

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent.

• Board committees: Audit, Governance, Compensation, and Sustainability and Safety.

• Directors are subject to stock ownership guidelines and regular equity grants.

• Board leadership structure separates CEO and Chairman roles.

• Annual board and committee meetings with high attendance and executive sessions for independent directors.