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 14, 2012
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
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Delaware
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13-2637623
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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666 Third Avenue
New York, New York 10017
(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 14, 2012, Overseas Shipholding Group, Inc. (the “Registrant”) held its Annual Meeting of Stockholders. The Registrant had 30,848,818 shares of its Common Stock outstanding and entitled to vote at the Annual Meeting, of which 26,799,189 shares were represented at the meeting by holders present in person or by proxy, constituting 86.87% of the shares outstanding and entitled to vote. 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 2012, approved, in an advisory vote, the compensation of the Named Executive Officers for 2011 as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the Registrant’s Proxy Statement and approved an amendment and restatement of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan. 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 4,541,771 broker non-votes):
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NUMBER OF SHARES
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NAME OF NOMINEE FOR DIRECTOR
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VOTED FOR
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WITHHELD
AUTHORITY TO VOTE
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Morten Arntzen
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21,955,677
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301,741
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Oudi Recanati
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21,375,683
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881,735
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G. Allen Andreas III
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21,671,824
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585,594
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Thomas B. Coleman
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21,420,211
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837,207
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Charles A. Fribourg
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21,415,401
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842,017
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Joel I. Picket
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21,661,560
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595,858
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Ariel Recanati
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21,656,022
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601,396
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Thomas F. Robards
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21,672,307
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585,111
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Jean-Paul Vettier
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21,410,602
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846,816
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Michael J. Zimmerman
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21,729,640
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527,778
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The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the year 2012 was ratified by a vote of 26,308,064 shares in favor, 432,845 shares against and 58,280 shares abstained. There were no broker non-votes.
The resolution to approve, in an advisory vote, the compensation of the Named Executive Officers for 2011 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 14,156,162 shares in favor, 7,870,930 shares against and 230,326 shares abstained. There were 4,541,771 broker non-votes.
The resolution to approve an amendment and restatement of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan was approved by a vote of 15,018,127 shares in favor, 7,015,813 shares against and 223,478 shares abstained. There were 4,541,771 broker non-votes.
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.
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OVERSEAS SHIPHOLDING GROUP, INC.
(Registrant)
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Date: June 18, 2012
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By:
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/s/James I. Edelson
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Name:
Title:
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James I. Edelson
Senior Vice President,
General Counsel and Secretary
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