On April 2, 2020, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Seaways, Inc. (“INSW” or the “Company”), on behalf of the Board, approved the International Seaways, Inc. 2020 Management Incentive Compensation Plan (the “2020 Management Plan”) and the International Seaways, Inc. 2020 Non-Employee Director Incentive Compensation Plan (the “2020 Director Plan” and together with the Management Plan, the “2020 Plans”), filed as Exhibits 10.1 and 10.2, respectively, hereto and incorporated herein by reference.

The purpose of the 2020 Plans is to promote the interests of the Company and its shareholders by providing certain employees and members of the Board of Directors of the Company, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company. The 2020 Plans permit the Committee to grant to eligible employees and directors of the Company, as applicable, any of the following types of awards (or any combination thereof): cash incentive awards, nonqualified stock options, incentive stock options and other stock-based awards, including, without limitation, stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units and share-denominated performance units. Subject to adjustment, the maximum number of shares of the Company’s common stock authorized for issuance is 1,400,000 shares under the 2020 Management Plan and 400,000 shares under the 2020 Director Plan, in each case plus any shares available but not allocated under the Company’s 2016 incentive compensation plans on the day after the 2020 Plans were approved by the Committee. The 2020 Plans replace the Company’s 2016 incentive compensation plans.

On April 2, 2020, the Committee also approved a form of stock option grant agreements and two forms of restricted stock unit grant agreements, each for use under the 2020 Management Plan, filed as Exhibits 10.3, 10.4, and 10.5, respectively, hereto and incorporated herein by reference (each a “Form of Grant Agreement”). Two of the Forms of Grant Agreement provide for the grant of time-based awards, and one Form of Grant Agreement provides for the grant of performance-based awards. Awards made to the Form of Grant Agreements in respect of the 2020 Management Plan are conditioned upon shareholder approval of the 2020 Management Plan within 12 months of the grant date.

On April 2, 2020, the Committee also approved certain actions concerning the compensation of the Company’s President and Chief Executive Officer (Ms. Lois K. Zabrocky); the Company’s Senior Vice President and Chief Financial Officer (Mr. Jeffrey D. Pribor); the Company’s Senior Vice President and Chief Administrative Officer (Mr. James D. Small III); the Company’s Vice President and Chief Commercial Officer (Mr. Derek Solon); the Company’s Vice President and Head of Ship Operations (Mr. William Nugent); and the Company’s Vice President and Controller (Mr. Adewale O. Oshodi), in each case as described below:

The Committee approved entry by the Company into agreements to implement an annual base salary increase for each of Ms. Zabrocky, Mr. Pribor, Mr. Small and Mr. Oshodi, filed as Exhibits 10.6, 10.7, 10.8 and 10.9, respectively. As a result of these increases, Ms. Zabrocky will receive an annual base salary of $675,000; Mr. Pribor will receive an annual base salary of $510,000; Mr. Small will receive an annual base salary of $485,000; and Mr. Oshodi will receive an annual base salary of $268,785, in each case with effect from January 1, 2020. to her agreement, Ms. Zabrocky’s target bonus percentage has also been increased to 125%. In addition, for 2020 and future years, Ms. Zabrocky will have an equity target opportunity equal to 250% of her base salary, subject to any decision by the Board with respect to any future increase or decrease. The Committee also approved increases to the annual base salaries of each of Mr. Solon and Mr. Nugent to $320,000, increased their target bonus percentages to 85%, and approved increases to their annual equity target opportunities. For 2020 and future years, each of Mr. Solon and Mr. Nugent will have an equity target opportunity equal to 100% of his base salary, subject to any decision by the Board with respect to any future increase or decrease. Any future equity grants will be made by the Committee or the Board to the terms of the Company’s equity plans after consideration of various factors deemed relevant by them.

All other material terms of such persons’ employment remain unchanged.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.