Good afternoon, everyone. My name is Lois K. Zabrocky, and as President and Chief Executive Officer of the company, and as a Director, I am pleased to welcome you to our 10th Annual Meeting of Stockholders since we became a public company. I will be serving as Chairperson of the meeting. We are pleased to offer stockholders the opportunity to attend the meeting in person or through our web portal. For those attending in person, there are two exits to our meeting room, one at the front of the room and one at the back to my left should we need them for prompt and safe evacuation. There are no fire drills planned. Should the fire alarm sound, building personnel will lead us to the exits and to the muster areas outside the building. For those listening on the webcast, I encourage you to familiarize yourself with your own exit routes wherever you are listening for safety purposes. As you can see on our agenda, we will conduct the business portion of our meeting first. We will do our best to provide a response to as many questions as possible, bearing in mind that some matters may be outside the scope of today's meeting. Validated stockholders may ask questions in person or in the designated field on the web portal. Please note that we are recording this meeting to enable later playback. However, no one else who is attending today's meeting webcast is permitted to record it. The time is now shortly after 2:00 P.M. Eastern Daylight Savings Time on June 8th, 2026. I am officially calling this meeting to order. At this time, I would like to introduce the other Directors and Executive Officers who are attending today in person or through the web portal. For the Directors, if you could just give a wave of acknowledgement. Captain Ian T. Blackley, Mr. Darron M. Anderson, Mr. Timothy J. Bernlohr, Mrs. A. Kate Blankenship, Ms. Randee E. Day, Mr. David I. Greenberg, Mr. Kristian K. Johansen, and Mr. Craig H. Stevenson Jr. Now to our management team. Mr. Jeffrey D. Pribor, Senior Vice President and Chief Financial Officer of our company. Mr. James D. Small III, Chief Administrative Officer, Senior Vice President, General Counsel, and Secretary of our company. Mr. Derek G. Solon, Senior Vice President and our company Chief Commercial Officer. Mr. William F. Nugent, Senior Vice President of our company and Chief Technical and Sustainability Officer. Mr. Adewale O. Oshodi, Vice President and Controller of our company. Ms. Deb Brillo, Treasurer of our company. Mr. Amit Basu, Chief Information Officer of our company. Mr. Steven Stulbaum, Chief People Officer of our company. Mr. Thomas Trovato, Head of Investor Relations at the company. I would also like to recognize the following individuals who are attending the meeting today. Mr. Christopher J. Woods of American Election Services, LLC, who will serve as Inspector of Election for this meeting. Mr. Steve J. Kohutic of Ernst & Young LLP, independent registered public accounting firm for our company for 2025. The time and place of this meeting have been fixed by resolution of the board of directors. Stockholders of record at the close of business on April 9th, 2026, are entitled to vote at this meeting. I hereby appoint Mr. Christopher J. Woods to act as Inspector of Election at this meeting. Will the inspector please take and file his oath with the Secretary? My oath has been taken and filed. The affidavit of Joanne Vogel of Broadridge Financial Solutions, Inc., attesting to the due distribution of notice of this meeting to each stockholder entitled to notice, has been delivered and filed with the records of the company. A copy of the notice of meeting, proxy, and proxy statement have also been delivered and filed with the records of the company. The Inspector of Election has a complete list showing all of the holders of record of the common stock of the company at the close of business on April 9th, 2026, duly certified by Computershare Investor Services, our company's transfer agent and registrar. Proxies received prior to the meeting represent the majority of the shares outstanding and entitled to vote. Accordingly, a quorum is present. Since a quorum is present, I declare that the meeting may now proceed with the transaction of the business stated in the notice of meeting. The polls for each matter on which the stockholders will vote at this meeting are open as of now and will close when I have completed reading out the proposals unless we determine to hold the polls open longer. If there are any persons who have proxies for stockholders and who have not filed their proxies, would they please file the proxies with the Inspector of Election now? If there are any stockholders who have not sent in proxies and who desire to sign a proxy or to vote in person, will you please rise so that we may check your name against the stockholders list and to provide you with a ballot. I will now present the four proposals to be voted upon. Please note that any stockholder who wishes to comment on the proposals may do so in person or through the web portal during the presentation of all four proposals or immediately thereafter. The first proposal is the election of directors. On behalf of the Proxy Committee, I nominate four directors to hold office until the annual meeting of stockholders in 2027, and until their respective successors are elected and qualified, the following: Captain Ian T. Blackley, Darron M. Anderson, Timothy J. Bernlohr, A. Kate Blankenship, Randee E. Day, David I. Greenberg, Kristian K. Johansen, Craig H. Stevenson Jr., and Lois K. Zabrocky. The second proposal concerns the appointment of the Audit Committee of the Board of Directors of Ernst & Young LLP as the company's independent registered public accounting firm for the year 2026, subject to stockholder approval. Ernst & Young LLP has served as the independent registered public accounting firm of the company since 2017. On behalf of the Audit Committee, I move for the adoption of the following resolution by the stockholders of the company. Resolved, that the action of the Audit Committee of the Board of Directors of this company in appointing Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026 be, and is hereby ratified and approved. The third proposal concerns an advisory vote of the stockholders of the company on the compensation paid to the named executive officers for 2025, as described in the company's proxy statement. On behalf of the Proxy Committee, I move for the adoption of the following resolution by the stockholders of the company. Resolved, that the stockholders of the company hereby approve, in an advisory vote, the compensation of the named executive officers for 2025, as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the company's proxy statement and for the 2026 annual meeting of stockholders. The fourth and final proposal concerns the ratification by the stockholders of the company of the Second Amended and Restated Rights Agreement, dated as of April 9th, 2026, between the company and Computershare Trust Company as rights agent, as described in the company's proxy statement. On behalf of the Proxy Committee, I move for the adoption of the following resolution by the stockholders of the company. Resolved, that the stockholders of the company hereby ratify the Second Amended and Restated Rights Agreement, dated as of April 9th, 2026, between the company and Computershare Trust Company, N.A. As rights agent, as described in the company's proxy statement for the 2026 annual meeting of stockholders. If any stockholder would like to make a comment regarding any of the proposals and has not already done so in person or through the web portal, please provide or submit your comment at this time. Now that everyone has had the opportunity to vote, I declare the polls for the International Seaways 2026 Annual Meeting closed. I now recognize the Inspector of Election to report the results. In my capacity as Inspector of Election, I report that the company had 49,504,696 shares of common stock outstanding and entitled to vote at the close of business on April 9th, 2026, the record date for this meeting. That a majority of the outstanding shares are represented by holders present at this meeting in person or by proxy. Based on a preliminary vote count, a majority of the outstanding shares were voted in favor of each of the nominees set forth in the company's proxy statement to be elected directors of the company. Based on a preliminary vote count, I report that a majority of the outstanding shares were voted in favor of the resolution to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the year 2026, that a majority of the outstanding shares were voted in an advisory vote to approve the compensation of the named executive officers for 2025, as described in the Compensation Discussion and Analysis section and in the accompanying compensation tables and narrative in the company's proxy statement for this meeting. A majority of the outstanding shares were voted to ratify the Second Amended and Restated Rights Agreement, dated as of April 9th, 2026, as is described in the company's proxy statement for this meeting. In conformity with the report of the Inspector of Election, I declare that each of the nominees has been elected as a director for the ensuing year, and until his or her successor is elected and qualifies. In addition, resolutions have been adopted approving the appointment of Ernst & Young as the company's independent registered public accounting firm for 2026, approving in an advisory vote the compensation of the named executive officers for 2025 as described in the company's proxy statement for this meeting, and ratifying the Second Amended and Restated Rights Agreement dated as of April 9th, 2026, as described in the company's proxy statement for this meeting. I direct the Secretary to file with the records of the company the following documents: the oath and report of the Inspector of Election, the ballots cast at this meeting, the list of shareholders entitled to vote at the meeting, proxies from stockholders presented to the meeting. There being no further business to come before the meeting, I declare this meeting adjourned. I will now give a brief update on the company's performance. Turning to slide seven, you can see that we delivered on our strategy in 2025, meeting our core objectives to renew our fleet, strengthen our balance sheet, and to return to shareholders, and we are poised to continue doing this in 2026. In the upper left-hand corner, we earned $475 million in adjusted EBITDA during the year of 2025. Since then, we've earned more than half of that in just one quarter of 2026, and our second quarter fixtures indicate an even stronger result. In the next upper right part of slide seven, our balance sheet clearly is the strongest in all of our history. During 2025, we enhanced our balance sheet, securing financing for more than 2/3 of our LR1 new building construction costs and successfully placed $250 million of bonds in the Norwegian market, both of which were recognized as Deal of the Year in their respective areas of the upcoming Marine Money conference. Even with these two deals, we've managed to keep our net loan to value below 7% and our spot cash breakeven below $15,000 per day. We have nearly $1 billion in liquidity that we can use to execute a disciplined fleet renewal and growth strategy. In the lower left part of slide seven, we plotted our vessel sails and purchases that have contributed to the success of INSW. Since the company spun off in December of 2016, we have purchased 92 vessels, mostly at the low points in the cycle, and we have sold 73 vessels throughout the cycle. We believe that fleet renewal is a necessary component to prevent value erosion, and we expect to buy and sell assets throughout the cycle. Since the start of 2025 to date, we sold 17 of our oldest vessels with an average age of 17.5. In the same time, we replenished our fleet with a 2020-built VLCC and have taken delivery of four of six LR1 new buildings. In the tanker shipping business, there's plenty of opportunity amongst this highly fragmented market to continue on our trajectory of fleet renewal. With the variety of ship classes within the International Seaways fleet, we have plenty of strength areas to choose from. While enhancing our balance sheet and renewing our fleet, we still managed to return over $1 billion to shareholders since 2020. In the chart on the lower right of slide seven, our total shareholder return since the inception of INSW has far outperformed the peer group. We are committed to building on our track record of returning cash to shareholders. During 2025, we paid a combined dividend of $2.93 per share, and now we have more than doubled per share in 2026 with $6.70 per share throughout the first half of this year. We demonstrated our commitment to substantial and consistent shareholder returns, increasing our payout ratio to 85%. We continue to prioritize our returns to shareholders, looking ahead in conjunction with our balanced capital allocation approach. On slide eight, the elephant in the room is the ongoing situation with the closure of the Straits of Hormuz. With primarily Western-focused operations, our earnings certainly initially benefited from the closure, which you can see on the right-hand chart. We believe in the longer term, and if the Straits remain closed, near-term rates could be affected negatively. From the left-hand chart of the slide, we have only displaced about half of the barrels that historically pass through the Straits. However, as the world keeps drawing down on inventory to curb spikes in the oil price environment, a resolution to open the Straits would be very likely to help the tanker markets as we would help our customers and various consuming countries replenish their local oil. Slide nine is a reminder of the oil market fundamentals that support tanker demand, which is often lost in these geopolitical headlines. Crude oil production in the West is needed to service Asian oil demand growth as they source oil from longer distances, you can see that in the map on the left-hand side of the page. On the right, inventories are headed for much lower levels, you can see that on the page. It is likely to be replenished when the Straits reopen. Slide 10 is and has been the preeminent story in the tanker space. In a perfect system, a tanker with a 25-year life would need about 4%-5% replacement every year. If it takes about three years to build a ship, which the pipeline allows for today, the perfect system would show 12%-15% order book to fleet size ratio. The industry built a disproportionate number of vessels in 2006-2009, this chunk of vessels is now coming to their 20-year anniversary by the time the current order book delivers. We expect these to be naturally removed from active commercial trading, therefore, the ratio of ships naturally exiting the fleet is about 3x the size of those coming online in the next few years. Before I open the floor to questions, on Slide 11, we provide a summary of Seaways' investment highlights. While encouraging you to read them in their entirety, a brief summary. At International Seaways, we have a proven track record as good stewards of capital over the last 10 years. Our balanced capital allocation approach has positioned the company to continue its success into the future. We continue to renew our fleet so that our average age is about 10 years old in what we see as the sweet spot for tanker investments and returns. We've opportunistically purchased and sold vessels, investing in a range of asset classes to cast a wider net for growth opportunities and to supplement our scale in each class by operating in larger pools. With nearly $1 billion in liquidity, we have the agility and the flexibility to continue the growth. Our balance sheet is the strongest it's ever been, with low leverage and a spot break-even rate that rivals smaller vessel owners. Our spot ships need only earn $14,900 per day to break even in the next 12 months. With the strong market fundamentals we've outlined, paired with our strong balance sheet, we expect to continue both generating cash and creating value for the company. As we share in our success with all of our shareholders through dividends and active engagement, this track record has led us to 28% annualized return since first becoming a public company in 2016, we strive to continue down this path. We can now address stockholder questions and comments. For those stockholders who are not present in person, if you have not already done so, please enter your question or comment onto the web portal. Questions? Yes. Good afternoon. It's Howard Turnoff from American Bull, back again. I have a series of questions, some of which was answered by Mr. Pribor before the meeting, so I won't have to raise them now. The questions I'm going to ask is basically some I asked last year, but I just want to know the developments from last year's to this year. For example, you discussed on page 55 several aspects like the Strait of Hormuz on your 10-K report, as well as the Venezuela blockade, as well as the rise in oil prices. I'd like to know if you can expand on how all that has been impacting us, both on our P&L as well as our operation and strategy, et cetera. Are we good? Yes. Also, for example, since last year, the U.S. Supreme Court basically stripped all the tariffs. I'm just wondering how that's going to also impact our business as well. I have some additional questions, but I want to hog up Q&A time. I'll wait for that. That's okay. Let's take them backwards maybe, right? We'll start with the tariff situation. 301, the legislation had temporarily been going to come into effect, and that would have impacted, in particular, some Chinese vessels calling the United States to discharge, not to load. At the moment, that has been put into abeyance, and it may revive itself in the third quarter. Let's see how things develop. Regarding Venezuela, the United States has now un-sanctioned all the Venezuelan barrels, and International Seaways has loaded vessels and crude out of Venezuela. We've also taken Naphtha into Venezuela. I'm looking at my Chief Commercial Officer. The naphtha coming into Venezuela is used to lighten up the super-heavy crude down in Venezuela so that they can get it moving, and then we've exported barrels out. That impacts us positively because you have close now to 1 MMbpd, where you only had 250,000 barrels per day that were legitimate barrels coming out of Venezuela prior to the U.S. intervening and un-sanctioning those cargoes. In the Strait of Hormuz, it is a very moving and dangerous situation. What I will say is that International Seaways has not had any vessels call into the Strait of Hormuz, into the Middle East, since the war. Even without that, we still have earned very high earnings, and we're just on a constant basis with military informing us and a constant security briefing. Would you say, Bill? Yes. Yeah. That is something that we are assessing every day, if not every few hours. Did I miss anything? Rise in oil price. Which one? Rise in oil price. Oh, the rise in oil prices. The rise in oil prices, I don't think it's been as bad as it certainly could have been. Before the United States went into Iran here, there was a bit of excess supply of oil on the water, and there were certainly a lot of barrels that were floating around, Russian barrels, Iranian barrels, and most of those were temporarily allowed to go legally to India and China to discharge. Really, the price impact, since this happened basically March 1st, was kind of delayed from March and April. Now you're starting to see more impact that we don't get the resolution. The price of oil for us, if it's high because demand is really strong, that's a positive for us. What we're seeing today is higher oil prices that then eventually, in due course, will affect people economically. If it reduces oil demand, then that would have a negative impact on our rates. We have not really seen that at this time. Anybody online? No? No one online. Okay. Great. As there are no more questions or comments. Oh, yes. Okay. Of course. Yeah, absolutely. I want to know development. I asked this question last year. Any developments since last year about any improvements that utilizing artificial intelligence that might benefit our company? After our meeting today, I'm going to have you huddle up with our CIO in the corner. We have multiple projects underway where you combine both the automation of work and the AI projects because, in many ways, there's a lot of updating and automating that's required, and some of that is good old-fashioned efficiency and some of that are AI projects. We've got those going on in the company across the space, and everyone's working together to make sure that we keep up with the times. Okay. As there are no more questions or comments, this question and comment period has now been finished. Thank you very much for your attendance. That concludes our meeting today. You may now disconnect.
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