Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

On December 14, 2016, Overseas Shipholding Group, Inc. (the
Company or OSG) appointed Samuel H. Norton, Senior Vice President
of OSG and President and Chief Executive Officer of the Companys
U.S. Flag Strategic Business Unit, as President and Chief
Executive Officer of the Company effective December 29, 2016 (the
Effective Date) and Patrick J. OHalloran, Vice President Marine
Operations, as Chief Operations Officer of the Company effective
immediately. Captain Ian T. Blackley will retire from the role of
President and Chief Executive Officer of the Company as of the
Effective Date, as previously disclosed. On December 20, 2016,
Captain Blackley notified the Company of his intent to resign
from the Board of Directors of the Company, effective as of the
Effective Date. Captain Blackleys resignation as director is not
the result of any disagreement with the Company on any matter
relating to the Companys operations, policies or practices.

Mr. Norton has served as Senior Vice President of OSG and
President and Chief Executive Officer of the U.S. Flag Strategic
Business Unit since July 2016 and has served on OSGs board of
directors since August 2014. Mr. Norton co-founded in 2006
SeaChange Maritime, LLC, an owner and operator of container
ships, and served as its Chief Executive Officer since the
companys inception. Mr. Norton spent the seventeen-year period
ended July 2005 as a senior executive officer at Tanker Pacific
Management (Singapore) Pte. Ltd. In 1995, Mr. Norton initiated
and led the entry of the Sammy Ofer Group into the container
segment, and acquired and operated the first container vessels in
the groups fleet. While at Tanker Pacific, Mr. Norton also
conceived and started a related business, Tanker Pacific Offshore
Terminals, which owns and operates a fleet of floating, offshore
oil storage terminals. Prior to joining the Ofer group, Mr.
Norton played a lead role in the Asian distressed assets group of
the First National Bank of Boston, a position which acquainted
him with the shipping industry and the Ofer family. Mr. Norton
holds a Bachelor of Arts in Chinese Language and Literature from
Dartmouth College where he graduated in 1981.

OSG previously entered into an employment agreement with Mr.
Norton on July 17, 2016 and that agreement remains in full force
and effect. Under his employment agreement, Mr. Nortons annual
salary is $395,000, and his annual target bonus value is
$1,250,000, of which 50% will be paid in vested stock options and
50% shall be paid in vested shares of Class A Common Stock of the
Company. Mr. Norton was granted an initial long-term, equity
incentive award with a grant-date value equal to the face value
of 208,333 shares of Class A Common Stock of the Company on the
date of grant, 25% of which consisted of stock options and 75% of
which consisted of time-based restricted stock units, and all of
which were subject to three-year ratable vesting. The shares of
Class A Common Stock Mr. Norton receives other than as a result
of the initial equity incentive award are subject to certain
holding requirements. Mr. Nortons agreement provides for
severance benefits in the form of salary continuation for a
period of 12 months, a pro-rated annual bonus based on actual
performance paid as described above and accelerated vesting of
outstanding and unvested time-based equity awards in the event of
termination without cause or resignation with good reason, in
each case as set forth in the agreement. Mr. Nortons agreement
also provides for a change in control bonus, payable in cash or
equity as determined by the Company, of no less than $2,500,000
in the event of a consummation of a qualifying transaction before
July 15, 2018 and no less than $1,250,000 in the event of a
qualifying transaction before July 15, 2019. The Company also
agreed to cover certain travel expenses in 2016 and 2017 relating
to Mr. Nortons travel between Miami and Tampa, Florida, as well
as attorneys fees incurred in connection with entering into the
agreement. Mr. Norton agreed to a twelve-month non-competition
and non-solicitation obligation, as well as confidentiality and
non-disparagement obligations.

Mr. OHalloran has served as Vice President Marine Operations of
OSG since December 2014, overseeing all operations and
maintenance activities for OSGs Fleet. Mr. OHalloran joined the
Company in 2002 as Technical Superintendent. He was promoted to
Fleet Manager in 2006. Prior to joining the Company, Mr.
OHalloran was a Surveyor for the American Bureau of Shipping for
ten years. Mr. OHalloran holds a Bachelor of Science degree in
Mechanical Engineering from State University of New York Maritime
College and a Masters in Business Administration from the
University of South Florida. He sits on the Board of Directors
for Alaska Tanker Company and the Chamber of Shipping of America.

As a result of his promotion, the Human Resources and
Compensation Committee of the Board of Directors set Mr.
OHallorans annual salary at $205,000 and approved an annual
target bonus of 15% of annual salary, based on performance
criteria to be established for fiscal year 2017.

The Company issued a press release announcing these changes, a
copy of which is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits.

About Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ)

Overseas Shipholding Group, Inc. and its subsidiaries own and operate a fleet of oceangoing vessels engaged in the transportation of crude oil and petroleum products in the International Flag and the United States Flag trades. The Company operates through three segments: International Crude Tankers, International Product Carriers and U.S. Flag Fleet Operations (U.S. Flag). Its International Crude Tankers segment is made up of an ultra large crude carrier (ULCC) and a fleet of very large crude carriers (VLCCs), Aframaxes and Panamaxes engaged in the transportation of unrefined petroleum. Its International Product Carriers segment consists of a fleet of medium ranges (MRs), long range 1 (LR1) and an LR2 engaged in the transportation of crude and refined petroleum products. Its U.S. Flag Fleet consists of approximately 20 owned and chartered-in Jones Act Handysize Product Carriers and articulated tug barges and over two non-Jones Act Handysize Product Carriers.

Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ) Recent Trading Information

Overseas Shipholding Group, Inc. (OTCMKTS:OSGIQ) closed its last trading session at 6.85 with shares trading hands.