form8k50709.htm
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
Date of
Report (Date of earliest event reported): May 6, 2009
INTERNATIONAL
SHIPHOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
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DELAWARE
(State
or other jurisdiction
of
incorporation)
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2-63322
(Commission
File
Number)
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36-2989662
(I.R.S.
Employer
Identification
No.)
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11
North Water Street, Suite 18290
Mobile,
Alabama
(Address
of principal executive offices)
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36602
(Zip
Code)
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(251)
243-9100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(c) On
May 7, 2009, International Shipholding Corporation (the “Company”) announced
that Peter M. Johnston, 53, has been promoted to Executive Vice President of the
Company, effective immediately. In his new position, Mr. Johnston
will function as a principal operating officer of the Company. Mr.
Johnston has been with the Company or its subsidiaries for over 17 years, most
recently serving as a Vice President of the Company and as Executive Vice
President of LMS Shipmanagement, Inc., a wholly-owned subsidiary of the Company,
since 1995.
The
Compensation Committee of the Company’s Board of Directors approved a grant of
2,500 shares of restricted stock to Mr. Johnston, as discussed in greater detail
below.
On May 7,
2009, the Company issued a press release announcing Mr. Johnston’s new
position. A copy of this press release is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
(e) Grants of Restricted Stock
under the 2009 Stock Incentive Plan. The following grants of
restricted stock to the executive officers of the Company became effective on
May 6, 2009:
Niels M.
Johnsen20,000 shares
Erik L.
Johnsen20,000 shares
Manuel G.
Estrada5,000 shares
Peter M.
Johnston2,500 shares
Each
grant was made under the Company’s 2009 Stock Incentive Plan (the “Plan”) and
will vest on May 6, 2010 if (i) the Company’s 2009 net income before taxes
exceeds an established performance target (the “performance target”), and (ii)
if the officer remains employed by the Company on that date. The
shares will also vest upon the officer’s death, disability, retirement at age 65
or later, or upon a change of control of the Company, should any of those events
occur before the end of the one-year restricted period. The shares
will be forfeited if the performance target is not met upon the earlier of the
Company’s filing of its Annual Report on Form 10-K for 2009 with the Securities
and Exchange Commission or May 6, 2010. For all other terms and
conditions of the grants, please see the form of restricted stock agreement
filed as Exhibit 99.2 to this report.
Item
9.01 Financial
Statements and Exhibits
(d)
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Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release dated May 7, 2009
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99.2
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Form
of Restricted Stock Agreement for grants made under the International
Shipholding Corporation 2009 Stock Incentive
Plan
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SIGNATURE
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.
INTERNATIONAL
SHIPHOLDING CORPORATION
May 7,
2009 /s/ Manuel G.
Estrada
Manuel G.
Estrada
Vice
President and Chief Financial Officer
NEWS
RELEASE
FOR
IMMEDIATE RELEASE
May 7,
2009
Contact:
Vanessa McGee
Red
Square Agency
251.802.1263
vanessa@redsquareagency.com
Peter
Johnston Promoted to Executive Vice President of
International
Shipholding Corporation
Mobile,
Ala. – Peter M. Johnston has been promoted to executive vice president of
International Shipholding Corporation. The announcement was made by
Erik L. Johnsen, president of the company.
Johnston,
whose appointment is effective immediately, is a 1977 graduate of SUNY Maritime
College. He is a veteran of many years in the offshore industry and
rose to the rank of port captain for American Overseas
Marine. Johnston joined International Shipholding Corporation in 1991
as director of operations with responsibility for the Waterman’s Defense
Department Contracting Program. He was promoted to vice president in
1995, assuming responsibility for all vessels owned or operated by International
Shipholding Corporation.
Making
the announcement, Johnsen said, “We are indeed fortunate to have Peter in our
organization. He is an integral part of our past success, and he will
continue to be a great asset to us in the future.”
###
International
Shipholding Corporation (NYSE: ISH), through its subsidiaries, operates a
diversified fleet of U.S. and foreign flag vessels that provide international
and domestic maritime transportation services to commercial and governmental
customers primarily under medium to long-term charters and contracts. www.intship.com.
May 6,
2009
FORM
OF
RESTRICTED
STOCK AGREEMENT
UNDER
THE INTERNATIONAL SHIPHOLDING CORPORATION
2009
STOCK INCENTIVE PLAN
This
RESTRICTED STOCK AGREEMENT (this “Agreement”) is
entered into as of ________________________, by and between International
Shipholding Corporation (“ISC”) and
___________________ (“Award
Recipient”).
WHEREAS,
ISC maintains the 2009 Stock Incentive Plan (the “Plan”), under which
the Compensation Committee of the Board of Directors of ISC (the “Committee”) may,
among other things, grant shares of ISC’s common stock, $1.00 par value per
share (the “Common
Stock”), to key employees, officers, and directors of ISC or its
subsidiaries (collectively, the “Company”), and
persons providing services as consultants or advisors to the Company as the
Committee may determine, subject to the Plan and such other terms, conditions,
or restrictions as it may deem appropriate; and
WHEREAS,
pursuant to the Plan, the Committee has awarded to the Award Recipient
restricted shares of Common Stock on the terms and conditions specified
below;
NOW,
THEREFORE, in consideration of the premises, the parties agree as
follows:
1.
AWARD OF SHARES AND VESTING
SCHEDULE
1.1. Under the
terms of the Plan and this Agreement, the Committee hereby awards to the Award
Recipient, in consideration of future services, _____________ restricted shares
of Common Stock (the “Restricted
Stock”).
1.2. The
Restricted Stock is subject to the terms, conditions, and restrictions set forth
in the Plan and in this Agreement. The definition of all capitalized
terms used but not otherwise defined in this Agreement shall be as provided in
the Plan.
1.3. Subject
to (a) the provisions of the Plan, (b) the other provisions of this Agreement,
and (c) the Award Recipient remaining employed by the Company on the applicable
vesting dates, the shares of Restricted Stock shall vest as follows:
________________________.
2.
RESTRICTIONS ON RESTRICTED
STOCK
2.1. Subject
to the restrictions provided in this Section 2, the Award
Recipient shall be entitled to all rights of a stockholder of ISC with respect
to the Restricted Stock, including the right to vote the shares.
2.2. All
dividends paid and distributions made on unvested shares of Restricted Stock
shall be held by the Company until the vesting of the related shares of
Restricted Stock on which such dividends were paid or distributions were
made. No interest shall accrue on such amounts prior to payout by the
Company. All dividends and distributions on the Restricted Stock
shall be paid to the Award Recipient promptly upon the vesting of the related
Restricted Stock, but in no event later than 2 ½ months following such vesting
date.
2.3. In
addition to the conditions and restrictions provided in the Plan, the shares of
Restricted Stock, the right to vote the Restricted Stock, and the right to
receive dividends may not be sold, assigned, donated, transferred, exchanged,
pledged, hypothecated, or otherwise encumbered prior to vesting.
3.
EFFECT OF CHANGE OF CONTROL
OR TERMINATION OF EMPLOYMENT
3.1. Any
shares of Restricted Stock which have not vested in accordance with the schedule
provided in Section
1.3 shall vest and all restrictions set forth in Section 2 shall lapse
on the earlier of:
(a) the date
on which the employment of the Award Recipient terminates as a result of (i)
death; (ii) disability within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”); or (iii)
retirement on or after reaching age 65; or
(b) the
occurrence of a Change of Control of ISC, as described in Section 12.10 of the
Plan.
3.2. All
unvested Restricted Stock and related rights to dividends and distributions
shall automatically terminate and be forfeited if the employment of the Award
Recipient terminates for any reason, unless and to the extent otherwise provided
in Section
3.1.
4.
EVIDENCE OF STOCK
OWNERSHIP
4.1. Ownership
of the Restricted Stock by the Award Recipient shall be reflected by the
issuance of stock certificates or by book entry evidence of
ownership. Any stock certificates evidencing the Restricted Stock
shall be retained by ISC until the lapse of restrictions under the terms of this
Agreement. ISC shall place a legend, in the form specified in Section
7.3 of the Plan, on any stock certificates and a similar notation of
restrictions on any book entry evidence of ownership restricting the
transferability of the shares of Restricted Stock.
4.2. Upon the
lapse of restrictions on shares of Restricted Stock, ISC shall cause a stock
certificate or book entry evidence of ownership without a restrictive legend to
be issued with respect to the vested Restricted Stock in the name of the Award
Recipient or his or her nominee within 30 days, subject to the other terms and
conditions hereof, including any withholding of shares under Section 5
below. Upon receipt of such stock certificate, the Award Recipient is
free to hold or dispose of the shares represented by such certificate, subject
to (a) applicable securities laws, (b) ISC’s insider trading policy, and (c) any
applicable stock retention policies that ISC may adopt in the
future.
5.
TAXES
5.1. Unless an
Award Recipient timely makes the election described in Section 5.2, at the
time that all or any portion of the Restricted Stock vests, the Award Recipient
must deliver to ISC the amount of income tax withholding required by
law. The Award Recipient shall have the right to fully satisfy this
tax withholding obligation by requesting ISC to withhold (from the shares the
Award Recipient otherwise would receive upon vesting) that number of shares of
Common Stock having an aggregate value (as determined under the Plan) equal to
the minimum amount required to be withheld; provided, however, that to prevent
the issuance of fractional shares and the under-withholding of taxes, the Award
Recipient agrees that the number of shares withheld shall be rounded up to the
next whole number of shares. The Committee does not have the right to
disapprove of an election by the Award Recipient to have shares withheld in
satisfaction of the withholding tax obligation.
5.2. The Award
Recipient understands that the Award Recipient (and not the Company) shall be
responsible for the Award Recipient’s own tax liability that may arise as a
result of the transactions contemplated by this Agreement. The Award
Recipient understands that Section 83 of the Code taxes as ordinary income the
Fair Market Value of the Restricted Stock as of the date any restrictions on the
shares lapse. The Award Recipient understands that the Award
Recipient may elect to be taxed at the time the Restricted Stock is granted
rather than upon vesting by filing an election under Section 83(b) of the Code
with the I.R.S. within 30 days from the date of grant. The form for
making this election is available from the Company’s Secretary upon the Award
Recipient’s request.
6.
NO CONTRACT OF EMPLOYMENT
INTENDED
Nothing
in this Agreement shall confer upon the Award Recipient any right to continue in
the employment of the Company, or to interfere in any way with the right of the
Company to terminate the Award Recipient’s employment relationship with the
Company at any time.
7.
BINDING
EFFECT
This
Agreement shall inure to the benefit of and be binding upon the parties to this
agreement and their respective heirs, executors, administrators, legal
representatives, and successors.
8.
INCONSISTENT
PROVISIONS
The
Restricted Stock is subject to the provisions of the Plan as in effect on the
date of this Agreement and as it may be amended. If any provision of
this Agreement conflicts with a provision of the Plan, the Plan provision shall
control.
9.
ATTORNEYS’ FEES AND
EXPENSES
Should
any party to this Agreement retain counsel for the purpose of enforcing, or
preventing the breach of, any provision of this Agreement, including but not
limited to the institution of any action or proceeding in court (a) to enforce
any provision of this Agreement, (b) to obtain monetary or liquidated damages
for failure to perform under this Agreement, (c) for a declaration of such
parties’ rights or obligations with respect to this Agreement, or (d) for any
other judicial remedy, then the prevailing party shall be entitled to be
reimbursed by the losing party for all costs and expenses incurred thereby,
including, but not limited to, attorneys’ fees (including costs of
appeal).
10.
GOVERNING
LAW
This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.
11.
SEVERABILITY
If any
term or provision of this Agreement, or the application thereof to any person or
circumstance, shall at any time or to any extent be invalid, illegal, or
unenforceable in any respect as written, the Award Recipient and ISC intend for
any court construing this Agreement to modify or limit such provision so as to
render it valid and enforceable to the fullest extent allowed by
law. Any such provision that is not susceptible of such reformation
shall be ignored so as to not affect any other term or provision of this
Agreement, and the remainder of this Agreement, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid, illegal, or unenforceable, shall not be affected thereby and each term
and provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law.
12.
ENTIRE AGREEMENT;
MODIFICATION
The Plan
and this Agreement contain the entire agreement between the parties with respect
to the subject matter contained herein and may not be modified, except as
provided in the Plan, as it may be amended from time to time in the manner
provided by the Plan, or in this Agreement, as it may be amended from time to
time by a written document signed by each of the parties to this
Agreement. Any oral or written agreements, representations,
warranties, written inducements, or other communications made prior to the
execution of the Agreement shall be void and ineffective for all
purposes.
By
signature below, the Award Recipient represents that he or she is familiar with
the terms and provisions of the Plan, and hereby accepts this Agreement subject
to all of those terms and provisions. The Award Recipient has
reviewed the Plan and this Agreement in their entirety and fully understands all
provisions of each. The Award Recipient agrees to accept as binding,
conclusive, and final all decisions or interpretations of the Committee upon any
questions arising under the Plan or this Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the day and year first above written.
INTERNATIONAL
SHIPHOLDING CORPORATION
By: [NAME]
[TITLE]
By: [NAME]
Award
Recipient