Results

International Seaways Inc.

07/13/2021 | Press release | Distributed by Public on 07/13/2021 15:12

Submission of Matters to a Vote of Security Holders (Form 8-K)

Submission of Matters to a Vote of Security Holders

On July 13, 2021, International Seaways, Inc. (the 'Company') held its Special Meeting of Stockholders (the 'Special Meeting') in connection with the previously announced Agreement and Plan of Merger entered into on March 30, 2021 (the 'Merger Agreement'), by and among the Company, Diamond S Shipping Inc. ('Diamond S') and Dispatch Transaction Sub, Inc., a wholly-owned subsidiary of the Company ('Merger Sub'). Pursuant to the Merger Agreement, at the closing of the Merger and subject to the terms and conditions thereof, Merger Sub will merge with and into Diamond S, resulting in Diamond S surviving the merger as a wholly owned subsidiary of the Company (the 'Merger').

The Company had 28,087,011 shares of its Common Stock outstanding and entitled to vote at the Special Meeting, of which 22,732,860 shares were represented at the meeting by holders present in person or by proxy, constituting 80.93% of the shares outstanding and entitled to vote. At the Special Meeting, stockholders voted on and adopted two proposals: (i) approving the issuance by the Company of Company common stock to Diamond S shareholders in connection with the Merger (the 'INSW Share Issuance Proposal') and (ii) approving the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the INSW Share Issuance Proposal (the 'INSW Special Meeting Adjournment Proposal').

The tabulation of the votes cast for each proposal was as follows (and there were no broker non-votes):

PROPOSAL

VOTES FOR

VoteD
Against 		ABSTENTIONS
Approval of the INSW Share Issuance Proposal 22,710,874 1,841 20,145
The INSW Special Meeting Adjournment Proposal 19,593,988 3,119,029 19,843

The INSW Share Issuance Proposal was therefore approved. The closing of the Merger remains subject to the satisfaction or waiver of other customary closing conditions. The Merger is expected to close on or about July 16, 2021.