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
November 9, 2015 (November 3, 2015)
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) |
1301 Avenue of the Americas
New York, New York 10019
(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 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 — Results of Operations and Financial Condition of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.
On November 9, 2015, Overseas Shipholding Group, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing third quarter 2015 earnings.
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on August 3, 2015, Messrs. Joseph Kronsberg, Chad Valerio and Ty Wallach were appointed to the Company’s Board of Directors. On November 3, 2015, the Board resolved to pay Messrs. Kronsberg and Valerio (1) an annual retainer of $120,000 for their service as directors, payable quarterly in advance (which is an amount equal to that paid to the Company’s other non-executive directors other than the Chairman), and (2) an additional annual retainer $15,000 in connection with providing certain specialized advice to the Board, payable quarterly in advance. In addition, as part of Mr. Kronsburg’s compensation, the Company will grant $100,000 of restricted stock to Cyrus Capital Partners. Payments will be made with retroactive effect to the date on which their services as directors commenced. Mr. Wallach has agreed to waive compensation for his service as a director at this time.
In addition, effective November 3, 2015, the Board appointed Mr. Wallach and Mr. Gary Eugene Taylor to the human resources and compensation committee.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.
| Exhibit No. | Description |
| 99.1 | Press Release dated November 9, 2015. |
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: November 9, 2015 | By | /s/ James D. Small III |
|
Name: James D. Small III Title: Senior Vice President, Secretary & General Counsel | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release dated November 9, 2015. |