Current Report Filing (8-k)
January 25 2017 - 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
January
25, 2017 (January 23, 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,
Captain Ian T. Blackley stepped down from his role as Chief Executive Officer and Director of Overseas Shipholding Group, Inc.
(“OSG” or the “Company”). In connection with his departure from OSG, on January 23, 2017, Captain Blackley
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 Captain Blackley, that are generally consistent with the
terms of his employment agreement, as amended, including: (a) a cash payment of $1,350,000 in substantially equal installments
over a period of twenty-four (24) months; (b) a lump sum cash payment of $3,213,879; (c) a lump sum cash payment of $475,000
pursuant to the Company’s Retention Bonus Plan; and (d) any benefits to which Captain Blackley is entitled under the
Company’s Supplemental Executive Savings Plan. Captain Blackley will also receive accelerated vesting of time-based equity
grants. In addition, the Company has agreed to engage on Captain Blackley’s behalf an advisor to assist Captain Blackley
with the preparation of his U.S. federal and state taxes, and Captain Blackley has agreed to return to the Company any reduction
in taxes generated by certain foreign tax credits arising out of his service to the Company.
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 25, 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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