Current Report Filing (8-k)
January 06 2017 - 6:05AM
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
January
6, 2017 (January 3, 2017)
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 December 29, 2016, as previously disclosed,
Rick Oricchio stepped down from his role as Senior Vice President and Chief Financial Officer of Overseas Shipholding Group, Inc.
(“OSG” or the “Company”). In connection with his departure from OSG, on January 3, 2017, Mr. Oricchio entered
into a letter agreement with the Company containing, among other things, a general release and waiver of claims against the Company
(the “Separation Agreement”).
The Separation Agreement provides for the
payment, subject to applicable tax withholding, of certain benefits to Mr. Oricchio, that are generally consistent with the terms
of his employment agreement, as amended, including: (a) a cash payment of $475,000 in substantially equal installments over
a period of twelve months; (b) a lump sum cash payment of $1,012,499; (c) the pro rata portion of Mr. Oricchio’s
second anniversary bonus in a lump sum cash payment of $385,753; and (d) Mr. Oricchio’s annual bonus for fiscal year
2016, to be determined based on actual performance of previously established performance metrics and subject to the approval of
the Company’s Compensation and Audit Committees. Mr. Oricchio will also receive accelerated vesting of time-based equity
grants.
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: January 6, 2017
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By
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/s/ Susan Allan
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Name: Susan
Allan
Title: Vice
President, General Counsel and
Corporate
Secretary
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