International Seaways (INSW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 10, 2025, with both in-person and virtual participation options for shareholders.

• 2024 marked the second-best financial year since 2016, with $1.0B in shipping revenues and $0.9B in TCE revenues, though income from vessel operations and adjusted EBITDA declined from 2023.

• Major capital allocation included $309.4M returned to shareholders, $338.8M in capital investments, and significant fleet optimization through vessel sales and purchases.

• Liquidity increased to $632.2M at year-end, with a net loan-to-value ratio of 15.5% and net debt-to-capital ratio of 22.2%.

• Six dual-fuel ready LR1 newbuilds are scheduled for delivery between late 2025 and Q3 2026, supporting decarbonization goals.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, ratification of Ernst & Young LLP as auditor for 2025, advisory approval of 2024 executive compensation, and approval of the 2025 Management Incentive Compensation Plan.

• Proposals for the 2026 annual meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• Board reduced from ten to nine members following a retirement; seven are independent, three are women, and one is from an underrepresented minority group.

• Board committees include Audit, Governance, Compensation, and the newly established Sustainability and Safety Committee.

• Board leadership structure separates CEO and Chairman roles; regular executive sessions held among non-management directors.

• Directors are subject to stock ownership guidelines and regular equity grants; all are in compliance.