The Annual Meeting of Stockholders (the “Annual Meeting”) of Overseas Shipholding Group, Inc. (the “Company”) was held on May 28, 2020. Proxies for the Annual Meeting were solicited 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 85,845,920 shares of its Class A Common Stock (“Common Stock”) outstanding and entitled to vote at the Annual Meeting, of which 76,879,891 shares were represented at the meeting by holders present in person or by proxy, constituting 89.55% of the shares of Common Stock outstanding and entitled to vote, and accordingly a quorum was present. There were 20,400,777 broker non-votes. The following summarizes all matters voted on at the Annual Meeting.

1. Election of Directors. Each nominee, other than Mr. Reddy and Ms. Silcock, 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 nonbinding advisory basis, the resolution to approve the compensation of the Named Executive Officers for 2019 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. Director Compensation. Stockholders approved an amended and restated Non-Employee Director Incentive Compensation Plan as described in Appendix A of the Company’s Proxy Statement. The tabulation of votes cast was as follows:

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