annualmtg8k.htm


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 2, 2010
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
 
13-2637623
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification Number)

 
 
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))


 
 

 

Item 5.07                      Information to be Included in the Report.

On June 2, 2010, Overseas Shipholding Group, Inc. (the “Registrant”) held its Annual Meeting of Stockholders at which stockholders elected thirteen directors, ratified the appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the year 2010 and approved an amendment and restatement of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as previously amended and restated as of June 10, 2008, and re-approved the section 162(m) performance goals under such 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:

NUMBER OF SHARES
NAME OF NOMINEE FOR DIRECTOR
 
 
 
VOTED FOR
 
 
WITHHELD
AUTHORITY TO VOTE
 
 
BROKER
NON-VOTES
Morten Arntzen
 
23,424,075
 
628,178
 
1,760,674
Oudi Recanati
 
21,404,659
 
2,647,594
 
1,760,674
G. Allen Andreas III
 
23,648,549
 
403,704
 
1,760,674
Alan R. Batkin
 
23,275,045
 
777,208
 
1,760,674
Thomas B. Coleman
 
23,648,582
 
403,671
 
1,760,674
Charles A. Fribourg
 
23,649,294
 
402,959
 
1,760,674
Stanley Komaroff
 
23,396,595
 
655,658
 
1,760,674
Solomon N. Merkin
 
23,400,754
 
651,499
 
1,760,674
Joel I. Picket
 
23,522,355
 
529,898
 
1,760,674
Ariel Recanati
 
21,545,113
 
2,507,140
 
1,760,674
Thomas F. Robards
 
23,645,658
 
406,595
 
1,760,674
Jean-Paul Vettier
 
23,648,636
 
403,617
 
1,760,674
Michael J. Zimmerman
 
23,522,372
 
529,881
 
1,760,674


The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the year 2010 was ratified by a vote of 25,532,616 shares in favor, 262,693 shares against and 17,618 shares abstained.  There were no broker non-votes.


The resolution to approve an amendment and restatement of the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan, as previously amended and restated as of June 10, 2008 and to re-approve the section 162(m) performance goals under such plan was adopted by a vote of 18,495,539 shares in favor, 5,179,567 shares against and 377,147 shares abstained.  There were 1,760,674 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.


 
OVERSEAS SHIPHOLDING GROUP, INC.
           (Registrant)
   
   
Date: June 2, 2010
By:             /s/James I. Edelson                                
   
Name:
Title:
James I. Edelson
Senior Vice President, General Counsel and Secretary