Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

OVERSEAS SHIPHOLDING GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 6, 2017.


	Meeting Information
OVERSEAS SHIPHOLDING GROUP, INC.	Meeting Type: For holders as of:		Annual Meeting April 17, 2017
	Date: June 6, 2017 Time: 12:00 P.M.
	Location:	Grand Hyatt New York 109 East 42nd Street at Park Avenue Mezzanine Level, Chrysler Room New York, New York

OVERSEAS SHIPHOLDING GROUP, INC. 302 KNIGHTS RUN AVENUE, SUITE 1200 TAMPA, FL 33602 ATTN: SECRETARY	You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.

	See the reverse side of this notice to obtain proxy materials and voting instructions.

E28242-P91732

		Before You Vote
		Before You Vote

How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K

How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1)	BY INTERNET :	www.proxyvote.com
	2)	BY TELEPHONE :	1-800-579-1639
	3)	BY E-MAIL* :	sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 23, 2017 to facilitate timely delivery.

		How To Vote
		How To Vote

Please Choose One of the Following Voting Methods


	Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

	Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

	Vot e By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

E28243-P91732


Voting Items


The Board of Directors recommends that you vote FOR the following:

1.	Election of Directors

	Nominees:

The Board of Directors recommends you vote FOR the following proposals:

2.	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2017;

3.	Approval by an advisory vote of the compensation for 2016 of the Named Executive Officers (“NEOs”);


The Board of Directors recommends you vote 1 Year on the following proposal:

4.	Approval by an advisory vote of one year as the preferred frequency of when stockholders vote on compensation of the NEOs; and

The Board of Directors recommends you vote FOR the following proposal:

5.	Approval of an amendment to the Company’s Non-Employee Director Incentive Compensation Plan to increase the number of shares of common stock by 1.5 million shares.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.