Current Report Filing (8-k)
December 05 2016 - 5:02PM
Edgar (US Regulatory)
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
December
5, 2016 (November 29, 2016)
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
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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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Two
Harbour Place
302
Knights Run Avenue, Suite 1200
Tampa,
Florida 33602
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code
(813) 209-0600
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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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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.
On November 29, 2016, Overseas Shipholding Group, Inc. (“OSG”
or the “Company”) entered into an employment agreement with Christopher Wolf, who will serve as Senior Vice President
and Chief Financial Officer of OSG’s subsidiary, Overseas Bulk Ships, Inc. until December 29, 2016, when he will become the
Senior Vice President and Chief Financial Officer of the Company (“Effective Date”). In connection therewith, Rick
F. Oricchio will cease to serve as Senior Vice President and Chief Financial Officer of the Company as of the Effective Date as
previously disclosed.
Pursuant to the terms of his employment agreement, Mr. Wolf
will receive an annual base salary of $350,000, with a target bonus for 2017 of 15% of his annual base salary, which will thereafter
be reviewed for possible increase by the Board of Directors of the Company. In 2019, Mr. Wolf may also become eligible to receive
20% of a special bonus pool, based upon certain cost reductions achieved, as determined by the Board. Mr. Wolf will receive a sign-on
grant of equity awards with a grant date value of $500,000, of which 75% will be restricted stock units and 25% will be stock options,
pursuant to the terms of the Company’s equity incentive plan. The sign-on equity awards will vest ratably on January 1 of
each of 2018, 2019 and 2020. Furthermore, Mr. Wolf may receive additional equity grants from time to time, which grants are expected
to have a grant date value of at least $350,000.
Mr. Wolf’s agreement provides for severance benefits in
the event of termination without cause or resignation for good reason as follows: (i) 12 months’ continuation of annual
base salary, (ii) a lump sum payment of his annual bonus for the year of termination based on actual performance and prorated
based on the number of days in the fiscal year in which he was employed, and (iii) accelerated vesting of all outstanding
unvested options and RSUs that vest solely based upon the continued provision of services. Mr. Wolf agreed to a one-year non-competition
and non-solicitation provision in addition to a non-disparagement and confidentiality obligation.
OSG issued a press release, announcing these changes and attached
hereto as Exhibit 99.1.
Section 9 – Financial Statements
and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
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Description
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99.1
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Press Release dated December 5, 2016.
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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.
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(Registrant)
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Date: December 5, 2016
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By
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/s/ Rick F. Oricchio
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Name: Rick
F. Oricchio
Title: Senior
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Press Release dated December 5, 2016
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