UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                                                           

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15( d ) OF THE
SECURITIES EXCHANGE ACT OF 1934

June 8, 2016
Date of Report (Date of earliest event reported)


OVERSEAS SHIPHOLDING GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

1-6479-1
Commission File Number


Delaware
 
13-2637623
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification Number)

 
 
600 Third Avenue
 
New York, New York 10016
 
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code  (212) 953-4100

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
                                                                                                                                                                                                
 

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 




 
 
 

 

Section 5 – Corporate Governance and Management
Item 5.07 - Submission of Matters to a Vote of Security Holders.

On June 8, 2016, Overseas Shipholding Group, Inc. (the “Registrant”) held its Annual Meeting of Stockholders. The Registrant had (i) 393,629,532 shares of its Class A Common Stock outstanding and entitled to vote at the Annual Meeting,  of which 353,637,226 shares were represented at the meeting by holders present in person or by proxy, constituting 89.84% of the shares of Class A Common Stock outstanding and entitled to vote, and (ii) 7,440,478 shares of its Class B Common Stock outstanding and entitled to vote at the Annual Meeting, of which 4,650 shares were represented at the meeting by holders present in person or by proxy, constituting 0.06% of the shares of Class B Common Stock outstanding and entitled to vote.  The total number of shares of Class A Common Stock and Class B Common Stock represented at the meeting was 353,641,876, constituting 88.17% of the shares of Common Stock outstanding and entitled to vote, and accordingly a quorum was present. At the Annual Meeting, stockholders: elected ten Directors; ratified the appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the year 2016; and approved, in an advisory vote, the compensation of the Named Executive Officers for 2015 as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the Registrant’s Proxy Statement.  All of the nominees for Directors were duly elected to serve, subject to the Registrant’s By-laws, as Directors of the Registrant until the next Annual Meeting and until election and qualification of their successors.
The tabulation of the votes cast for each nominee for Director was as follows (there were 63,479,228 broker non-votes):

NUMBER OF SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
NAME OF NOMINEE FOR DIRECTOR
 
VOTED FOR
 
WITHHELD
AUTHORITY TO VOTE
Douglas D. Wheat
 
289,191,628
 
971,020
 
Timothy J. Bernlohr
 
278,937,992
 
11,224,656
 
Ian T. Blackley
 
289,332,725
 
829,923
 
Joseph I. Kronsberg
 
289,173,048
 
989,600
 
Samuel H. Norton
 
278,806,959
 
11,355,689
 
           
Ronald Steger
 
289,059,066
 
1,103,582
 
Gary Eugene Taylor
 
278,797,382
 
11,365,266
 
Chad L. Valerio
 
289,173,199
 
989,449
 
Ty E. Wallach
 
278,946,659
 
11,215,989
 
Gregory A. Wright
 
289,298,059
 
864,589
 


The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the year 2016 was ratified by a vote of 352,374,665 shares of Class A Common Stock and Class B Common Stock in favor, 580,295 shares of Class A Common Stock and Class B Common Stock against and 686,916 shares of Class A Common Stock and Class B Common Stock abstained.  There were no broker non-votes of Class A Common Stock and Class B Common Stock.

The resolution to approve, in an advisory vote, the compensation of the Named Executive Officers for 2015 as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the Registrant’s Proxy Statement was approved by a vote of 275,718,191 shares of Class A Common Stock and Class B Common Stock in favor, 13,832,704 shares of Class A Common Stock and Class B Common Stock against and 611,753 shares of Class A Common Stock and Class B Common Stock abstained.  There were 63,479,228 broker non-votes of Class A Common Stock and Class B Common Stock.







 
 




 
 
 


 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
OVERSEAS SHIPHOLDING GROUP, INC.
           (Registrant)
   
   
Date: June 9, 2016
By:
 
/s/JAMES D. SMALL III
   
Name:
Title:
James D. Small III
Senior Vice President,
General Counsel and Secretary




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