DEFA14A: International Seaways Nominates Kristian Johansen and Darron Anderson to Board of Directors

International Seaways announces the nomination of Kristian K. Johansen and Darron M. Anderson as independent directors, while Joseph I. Kronsberg will retire from the Board.

Summary

• International Seaways, Inc. (INSW) is nominating Kristian K. Johansen and Darron M. Anderson as independent directors for election to its Board of Directors at the upcoming Annual Meeting of Stockholders.
• Joseph I. Kronsberg will retire from the Board at the end of his current term and will not stand for re-election.
• Kristian K. Johansen's nomination follows discussions with representatives of the Seatankers Group, INSW's largest shareholder.
• Darron M. Anderson's nomination is the result of the Company's independent search process following the resignation of Nadim Z. Qureshi in February 2024.
• The Annual Meeting of Stockholders is expected to be held in June 2024.
• Mr. Johansen has delivered an irrevocable conditional letter of resignation to the Board, agreeing to resign if any member of Seatankers becomes adverse to the Company or if he fails to comply with Company and Board policies.

Sentiment

Score: 7

Explanation: The announcement is generally positive, highlighting the addition of experienced directors and a favorable industry outlook. However, the conditional nature of one nomination and the departure of a long-standing member temper the overall sentiment.

Positives

• The addition of Kristian Johansen and Darron Anderson is expected to bring extensive board and executive-level experience to INSW.
• Kristian Johansen's nomination reflects collaborative discussions with Seatankers and the Company's commitment to refreshing the Board.
• Darron Anderson brings significant leadership experience in the oil and natural gas industry and firsthand operational experience.
• Seatankers believes the industry is in a multi-year upcycle and International Seaways is well-positioned to take advantage of it.

Negatives

• Joseph I. Kronsberg's retirement removes a long-standing member of the Board.
• Nadim Z. Qureshi's resignation in February 2024 necessitated an independent search for a new director.

Risks

• The forward-looking statements are subject to change based on a number of factors that are difficult to predict or may be beyond the Company's control.
• Actual results may differ materially from those contemplated by the forward-looking statements.
• Kristian Johansen's position is conditional, requiring him to resign if Seatankers becomes adverse to the Company or if he fails to comply with Company and Board policies.

Future Outlook

The Company anticipates strong earnings in the near and long-term and aims to execute its balanced capital allocation strategy, capitalizing on opportunities in a multi-year upcycle.

Management Comments

• Douglas D. Wheat, Chairman of the Board: 'We are pleased to welcome Kristian and Darron to our Board.'
• Lois K. Zabrocky, Chief Executive Officer of INSW: 'We are pleased to add two new members to the Board, who bring complementary experience to the industries we serve and who can help us capture the opportunities ahead.'
• Jan Erik Klepsland, Investment Director of Seatankers: 'We believe that the industry is in the midst of a multi-year upcycle and International Seaways is well-positioned to take advantage of that upcycle.'

Industry Context

The announcement reflects ongoing board refreshment and adaptation to industry dynamics, particularly in the energy transportation sector, with a focus on leveraging expertise in global energy markets and oil and natural gas.

Comparison to Industry Standards

• The addition of independent directors with specific industry expertise aligns with corporate governance best practices observed in similar publicly traded companies.
• Companies like Teekay Corporation and DHT Holdings also prioritize board composition to reflect industry knowledge and strategic alignment.
• The collaboration with major shareholders like Seatankers is a common practice to ensure shareholder interests are represented on the board.

Management Changes

Stakeholder Impact

• Shareholders will be impacted by the changes in the Board of Directors and are encouraged to review the proxy materials.
• Employees may be affected by the strategic direction set by the new Board members.
• Customers and suppliers may see changes in the Company's operations and service offerings based on the Board's decisions.

Next Steps

• The Company plans to file a proxy statement and accompanying solicitation materials with the SEC in connection with the solicitation of proxies for its Annual Meeting.
• Stockholders are urged to read the proxy statement and related materials carefully before making any voting or investment decisions.

Key Dates

Keywords

Board of Directors, Independent Directors, International Seaways, Seatankers, Nomination, Annual Meeting, Corporate Governance, Tanker Industry