Overseas Shipholding Group, Inc. - Ordinary Shares (OSG) Environmental, Social & Governance (ESG) Data

The Annual Meeting of Stockholders (the “Annual Meeting”) of Overseas Shipholding Group, Inc. (the “Company”) was held on June 15, 2023. 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. At the record date for the Annual Meeting, 79,191,275 shares of the Company’s Class A Common Stock (“Common Stock”) were outstanding and entitled to vote, of which 57,809,474 shares were represented at the Annual Meeting, constituting 73% of the shares of Common Stock outstanding and entitled to vote; accordingly, a quorum was present. There were 7,661,124 broker non-votes on matters 1, 2, 3, and 5 below; there were no broker non-votes on matter 4. The following summarizes all matters voted on at the Annual Meeting.

1. Election of Directors. Each nominee, other than Ms. Luria, 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 of stockholders and until the election and qualification of his or her respective successor. The tabulation of votes cast was as follows:


2. Executive Compensation. Stockholders approved, on an advisory basis, the resolution to approve the compensation of the Named Executive Officers for 2022 as described in the “How We Compensate Our Executives” section and in the accompanying compensation tables and narrative in the Company’s Proxy Statement filed on May 1, 2023. The tabulation of votes cast was as follows:


3. Frequency of Future Advisory Votes on Named Executive Officers’ Compensation. Stockholders approved, on an advisory basis, a one-year frequency of future advisory votes on the compensation of the Company’s Named Executive Officers. The tabulation of votes cast was as follows:


Based upon the results of this vote, the Company intends to continue its current practice of seeking shareholder approval, on an advisory basis, on the compensation of its Named Executive Officers every year.

4. Auditor Appointment Ratification. Stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered certified public accounting firm for 2023. The tabulation of votes cast was as follows:


5. Amendment to Amended and Restated Certificate of Incorporation. Stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the exculpation of officers in certain circumstances as permitted by Delaware law. The tabulation of votes cast was as follows: