UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 1, 2022

Date of Report (Date of earliest event reported)

Overseas Shipholding Group, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders (the “Annual Meeting”) of Overseas Shipholding Group, Inc. (the “Company”) was held on June 1, 2022. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Company’s solicitation. The Company had 87,776,696 shares of its Class A Common Stock (“Common Stock”) outstanding and entitled to vote at the Annual Meeting, of which 71,127,682 shares were represented at the meeting by holders present in person or by proxy, constituting 81.03% of the shares of Common Stock outstanding and entitled to vote, and accordingly a quorum was present. There were 11,837,351 broker non-votes. The following summarizes all matters voted on at the Annual Meeting.

1. Election of Directors. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected, subject to the Company’s Bylaws, as a director of the Company until the next Annual Meeting and until election and qualification of their successors. The tabulation of votes cast was as follows:

2. Executive Compensation. Stockholders approved, on a non-binding advisory basis, the resolution to approve the compensation of the Named Executive Officers for 2021 as described in the “How We Compensate Our Executives” section and in the accompanying compensation tables and narrative in the Company’s Proxy Statement. The tabulation of votes cast was as follows:

3. Auditor Appointment Ratification. Stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered certified public accounting firm for 2022. The tabulation of votes cast was as follows:

4. Amendment to Incentive Compensation Plan. Stockholders approved the resolution to approve an amendment to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management to increase the number of shares of Common Stock available for issuance by five (5) million shares. The tabulation of votes cast was as follows:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.