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.