Expresses Frustration with the Board’s Refusal to Meaningfully Engage with the Seatankers Group on Shareholder Value-Creation
Believes that the Board Suffers from Various Governance Shortcomings and Requires Significant Corporate Governance Reform and Refreshment
Intends to Vote Against the Re-election of Two Incumbent Directors and Against Ratifying the Company’s Shareholder-Stifling Poison Pill
NEW YORK, May 30, 2023 (GLOBE NEWSWIRE) -- Famatown Finance Limited (“Famatown”), a company indirectly controlled by trusts settled by Mr. John Fredriksen1 and a member of the Seatankers Group, which is the largest owner of shares of common stock, no par value (“Common Stock”) of International Seaways, Inc. (“International Seaways”) (NYSE:INSW) with ownership of approximately 16.6% of the outstanding Common Stock, has issued an open letter to its fellow shareholders of International Seaways.
The full text of the open letter issued to International Seaways shareholders follows:
A LETTER TO THE SHAREHOLDERS OF INTERNATIONAL SEAWAYS, INC. (INSW)
MAY 30, 2023
Dear Fellow Shareholders,
Famatown Finance Limited (together with its affiliates, “Seatankers,” “our,” or “we”) has been a material shareholder of International Seaways, Inc. (“INSW” or the “Company”) since March 2022 and currently maintains a significant 16.63% equity stake in the Company. Our involvement as investors in a variety of public shipping companies over several cycles, working collaboratively with management and Boards, has garnered us a long and successful track record of operational success in the shipping industry.
Today, we are writing to our fellow shareholders because we are deeply concerned about INSW's lack of responsiveness and cooperation regarding initiatives that would unlock significant shareholder value. The Company and its board of directors (the “Board”) has shown a remarkable level of resistance in discussing future Seatankers’ representation on the Board, hindering optimization of INSW's strategic direction, operations, and corporate governance.
Seatankers invested in INSW in March 2022 with two primary convictions. First, we believed that the market was underestimating INSW's potential as an attractive platform with exposure to crude, product and chemical tanker assets in markets that were in the early stages of a global recovery. Second, we were confident that our decades of experience in public shipping companies, coupled with our comparatively lower financing costs and wide network in the maritime transportation industry, would enable Seatankers to help unlock significant long-term value for all INSW shareholders. Despite INSW's shares having appreciated materially since our initial investment, we remain steadfast in these two convictions and believe the market is underestimating INSW’s potential.
For these reasons, discussed in more detail below, with respect to the Company’s fast-approaching annual meeting of stockholders (the “Annual Meeting”), we intend to express our frustration with the status quo by: (1) withholding our votes for the reelection of two of the Company’s directors; (2) voting against the approval of the compensation of the Company’s Named Executive Officers (“NEO”); (3) voting for the preferred frequency of future advisory votes on the approval of the NEO compensation to be set annually; and (4) voting against the ratification of the Company’s poison pill.
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1 The beneficiaries of the Trusts are members of Mr. Fredriksen’s family. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust. Therefore, Mr. Fredriksen has no economic interest in the Common Stock and Mr. Fredriksen disclaims any control over the Common Stock, save for any indirect influence he may have with the trustee of the Trusts, in his capacity as the settlor of the Trusts.
Seatankers’ Engagement with INSW to Date
Following public disclosure of our investment in the Company last year, we made numerous attempts to engage in constructive dialogue with INSW's management and the Board. Despite our initial hopes that INSW’s management and the Board consisted of rational and well-intentioned individuals, we have encountered a disheartening level of entrenchment, self-interest, and a steadfast refusal to even consider Seatankers’ value-enhancing initiatives that we believe are objectively shareholder-friendly. This is contrary to INSW's public filing on May 11, 2022, stating that the company is "singularly focused on delivering value to our shareholders."
What makes the situation even more offensive is that certain individuals within INSW's Board and management team, who have adamantly refused to engage with Seatankers, have shamelessly also taken credit for, and personally benefited (via increased value of stock compensation), from the material outperformance in INSW shares that we believe has been driven - in significant part - by the "halo effect" resulting from the reputation of Seatankers in creating long-term shareholder value across other companies in the industry.
It would be particularly inappropriate for the Board to turn around and point to INSW’s recent share price appreciation, which we believe is plainly attributable to the aforementioned halo effect and cyclical industry tailwinds, as a basis not to meaningfully engage with us, as we believe there remains significant upside in INSW that is unlocked due in large part to the Board’s governance failings to date.
We shared a detailed presentation in September of last year outlining the numerous ways Seatankers might work with INSW to unlock shareholder value2. Here, we will not rehash these specific proposals, on which the Board has declined to engage. Instead, we will summarize a few of INSW's most glaring governance shortcomings which prevent you, the shareholders of INSW, from realizing the full value of your investment.
INSW’s Governance Shortcomings
Onerous Poison Pill In May 2022, following our Schedule 13D filing and prior to engaging constructively with Seatankers, INSW's Board unilaterally adopted a shareholder rights plan or “poison pill”. On April 11, 2023, INSW’s Board decided to extend by three (3) years, without shareholder approval, what it had initially described as “a short-term stockholder rights plan”, thereby erecting an even greater barrier in our efforts to communicate effectively with the Company and other shareholders of INSW regarding the significant value that could be unlocked for all INSW shareholders.
From the outset, INSW has erroneously viewed Seatankers’ investment as a "threat," characterizing it in public filings as "stealth" and justifying the adoption of the poison pill as "particularly appropriate where one of the company's competitors has quickly and secretly amassed a significant stake in the company." Our method of acquiring INSW shares in the open market was simply the most cost-effective and efficient way to acquire the shares without notifying market participants of our interest, which would have materially increased our acquisition cost. Additionally, we have clearly stated on numerous occasions both publicly and in private communications with INSW, our intention has never been to acquire control of INSW but rather to work constructively with the company to effect meaningful improvements that will benefit INSW and all its shareholders.
The unilateral decisions of the Board in May 2022 and April 2023 to adopt a poison pill without seeking shareholder approval and that can be withdrawn or amended only by the Board, further demonstrate the self-preservation motives underlying the Company's actions. The perceived "threat" is not to INSW shareholders but to the ability of INSW’s management and the Board to preserve their own personal interests at the expense of the shareholders they should represent. The poison pill effectively precludes Seatankers from having productive discussions with other INSW shareholders over the fear that our conversations with fellow potentially like-minded INSW shareholders will trigger the poison pill’s dilution provisions.
For these reasons, it should come as no surprise that we intend to vote AGAINST the ratification of the Company’s poison pill at the upcoming Annual Meeting.
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2 This presentation can be found at here.
Bloated Board Size Despite INSW's own admissions that "a full Board ranging in size from five (5) to nine (9) members is optimal,"3 the Company continues to maintain an inefficient and bloated 10-member Board. This imposes an unnecessary financial burden on INSW shareholders, unnecessarily complicates a decision-making process that would be more efficient with a smaller board and is evidence of a corporate culture that lacks the discipline to follow industry best practices and its own corporate governance guidelines.
The Board size expanded when INSW acquired Diamond S Shipping Inc. in 2021 (the “Diamond S Shipping Merger”), and it now exceeds that of all its shipping peers, which average 6 to 7 members. During INSW's March 2021 Diamond S Shipping Merger shareholder call, the elimination of "duplicative board costs" was cited as one of the primary drivers of the anticipated $23 million in annual cost savings.
Seatankers agrees with INSW’s own Corporate Governance Guidelines and strongly believes that a five to nine-member Board, inclusive of Seatankers’ nominees, is optimal and would be greatly beneficial through injecting the viewpoint of a shareholder, especially one with deep industry experience and background, into INSW's boardroom.
For our part, we intend to WITHHOLD our votes at the Annual Meeting for the re-election of the two Company’s directors we feel removing would most benefit shareholders and serve to bring the Board down to a more appropriate size: Alexandra K. Blakenship and Lois K. Zabrocky.
INSW’s Outsized Executive Compensation is Indicative of Broader Governance Failures According to this year’s proxy statement, INSW’s executive compensation is significantly higher than that of similarly-sized peers. Making matters worse, INSW fails to provide full transparency regarding the specific targets and components underlying its generous executive compensation plan and deprives INSW shareholders of the opportunity to meaningfully (as opposed to advisory) vote on executive compensation matters.
For these reasons, we intend to vote AGAINST the approval of the compensation of the NEOs for 2022 and FOR the enactment of annual advisory shareholder votes on NEO compensation.
Shareholders Have an Opportunity Now to Right the INSW Ship
INSW shareholders have an opportunity to ensure that meaningful change is brought about at INSW. We cannot afford to let further lost opportunities, corporate governance failures, and continued value destruction by INSW's management and the Board persist. Recent share outperformance is not related to management’s decision-making, but external factors – including Seatankers taking a stake in the company and a positive industry cycle. With much of the "easy money" from the recent stabilization in tanker demand and rates now behind us, it is imperative that the Board and management fulfill their duties to act in the best interest of shareholders by engaging with Seatankers and other stakeholders to consider all available value-enhancing initiatives.
In the coming weeks and months, we will disclose more details regarding our vision for INSW. We look forward to engaging with our fellow shareholders as we strive for positive change. We remain hopeful that we can reach a reasonable resolution without the need for a future proxy contest.
Together, let us drive forward the necessary changes to safeguard our investment and maximize shareholder value.
Cautionary Statements
Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words and specifically include statements relating to future financial performance and shareholder value. Forward-looking statements are aspirational and are not guarantees or promises that such expectations, plans, or goals will be met. They are also subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking or other statements, except as required by law and notwithstanding any historical practice of doing so.
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3 International Seaways, Inc. Corporate Governance Guidelines
Investor & Media Contact:
Elena Varnava
elena.varnava@seatankers.com.cy
+ 357 25 858300
