International Seaways (INSW) Proxy filing summary

Executive summary

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

• Focus in 2025 on fleet optimization, disciplined capital allocation, and enhancing shareholder value through vessel sales, acquisitions, and dividends.

• Strong financial performance in 2025: $843.3M shipping revenues, $309.3M net income, $474.7M Adjusted EBITDA, and $723.6M liquidity at year-end.

• Over $1B returned to shareholders since 2020 via dividends and share repurchases.

• Redomiciliation of vessel-owning subsidiaries to Bermuda for strategic and tax compliance flexibility.

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 rights 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; all directors attended at least 75% of meetings in 2025.

• Board committees: Audit, Governance, Compensation, and Sustainability & Safety, each with defined charters and independent membership.

• Board leadership structure separates CEO and Chairman roles.

• Annual board and committee self-assessments and regular executive sessions of independent directors.

• Code of Business Conduct and Ethics, anti-bribery, insider trading, and incentive compensation recoupment policies in place.