OSG - Overseas Shipholding Group Inc.
06/02/2021 | Press release | Distributed by Public on 06/02/2021 14:24
Submission of Matters to a Vote of Security Holders (Form 8-K)
| Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders (the 'Annual Meeting') of Overseas Shipholding Group, Inc. (the 'Company') was held on May 27, 2021. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Company's solicitation. The Company had 86,863,651 shares of its Class A Common Stock ('Common Stock') outstanding and entitled to vote at the Annual Meeting, of which 74,294,337 shares were represented at the meeting by holders present in person or by proxy, constituting 85.52% of the shares of Common Stock outstanding and entitled to vote, and accordingly a quorum was present. There were 23,782,476 broker non-votes. The following summarizes all matters voted on at the Annual Meeting.
1. Election of Directors. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected, subject to the Company's Bylaws, as a director of the Company until the next Annual Meeting and until election and qualification of their successors. The tabulation of votes cast was as follows:
| For | Withheld | |||||||
| Rebecca DeLaet | 50,332,395 | 179,466 | ||||||
| Joseph I. Kronsberg | 50,380,769 | 131,092 | ||||||
| Anja L. Manuel | 49,217,346 | 1,294,515 | ||||||
| Samuel H. Norton | 50,387,512 | 124,349 | ||||||
| John P. Reddy | 49,287,991 | 1,223,870 | ||||||
| Julie E. Silcock | 50,191,846 | 320,015 | ||||||
| Gary Eugene Taylor | 48,415,710 | 2,096,151 | ||||||
| Douglas D. Wheat | 50,010,612 | 501,249 |
2. Executive Compensation. Stockholders approved, on a nonbinding advisory basis, the resolution to approve the compensation of the Named Executive Officers for 2020 as described in the 'How We Compensate Our Executives' section and in the accompanying compensation tables and narrative in the Company's Proxy Statement. The tabulation of votes cast was as follows:
| For | Against | Abstentions | ||||||||
| 49,704,910 | 365,050 | 441,901 |
3. Auditor Appointment Ratification. Stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered certified public accounting firm. The tabulation of votes cast was as follows:
| For | Against | Abstentions | ||||||||
| 74,203,238 | 57,429 | 33,670 |