OVERSEAS SHIPHOLDING GROUP, INC. (NYSE:OSG) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On June 6, 2017, Overseas Shipholding Group, Inc. (the
Registrant) held its Annual Meeting of Stockholders. The
Registrant had 74,112,097 shares of its Class A Common Stock
(Common Stock) outstanding and entitled to vote at the Annual
Meeting, of which 58,599,979 shares were represented at the
meeting by holders present in person or by proxy, constituting
79.07% of the shares of Common Stock outstanding and entitled to
vote, and accordingly a quorum was present. At the Annual
Meeting, stockholders: elected eight Directors; ratified the
appointment of Ernst Young LLP as the Registrants independent
registered public accounting firm for the year 2017; approved, in
an advisory vote, the compensation of the Named Executive
Officers for 2016 as described in the Compensation Discussion and
Analysis section and in the accompanying compensation tables and
narrative in the Registrants Proxy Statement; approved, in an
advisory vote, one year as the preferred frequency of future
stockholder votes on the Named Executive Officer compensation
disclosed in the Registrants Proxy Statement; and approved an
amendment to the Registrants Non-Employee Director Incentive
Compensation Plan (the Director Plan) to increase the number of
shares of Common Stock available under the Director Plan by 1.5
million shares. All of the nominees for Directors were duly
elected to serve, subject to the Registrants 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 (there were 7,511,157 broker non-votes):

The resolution to ratify the appointment of Ernst Young LLP as
the Registrants independent registered public accounting firm for
the year 2017 was ratified by a vote of 56,782,210 shares of
Common Stock in favor, 1,768,916 shares of Common Stock against
and 48,853 shares of Common Stock abstained. There were no broker
non-votes.

The resolution to approve, in an advisory vote, the compensation
of the Named Executive Officers for 2016 as described in the
Compensation Discussion and Analysis section and in the
accompanying compensation tables and narrative in the Registrants
Proxy Statement was approved by a vote of 39,487,092 shares of
Common Stock in favor, 11,420,405 shares of Common Stock against
and 181,325 shares of Common Stock abstained. There were
7,511,157 broker non-votes.

The resolution to approve, in an advisory vote, whether the
preferred frequency of future stockholder advisory votes on the
Named Executive Officer compensation disclosed in the Registrants
Proxy Statement should be every one, two or three years received
the votes set forth in the table below:

There were 7,511,157 broker non-votes. In light of the results of
the vote on this proposal and the Board of Directors
recommendation that stockholders vote to hold future advisory
votes on the Registrants Named Executive Officer compensation
each year, the Registrant will hold an annual advisory vote on
the Registrants Named Executive Officer compensation until the
next required vote on the frequency of future stockholder
advisory votes on the Registrants Named Executive Officer
compensation.

The resolution to approve an amendment to the Registrants
Director Plan to increase the number of shares of Common Stock by
1.5 million shares was approved by a vote of 42,781,101 shares of
Common Stock in favor, 8,133,776 shares of Common Stock against
and 173,945 shares of Common Stock abstained. There were
7,511,157 broker non-votes.