Revised Proxy Soliciting Materials (definitive) (defr14a)
27 Aprile 2022 - 3:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.__)
Filed
by the Registrant ☒
Filed
by a Party other than the ☐ Registrant
Check
the appropriate box:
|
☐ |
Preliminary
Proxy Statement |
|
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
☐ |
Definitive
Proxy Statement |
|
☒ |
Definitive
Additional Materials |
|
☐ |
Soliciting
Material Pursuant to §240.14a-12 |
OVERSEAS
SHIPHOLDING GROUP, INC. |
(Name
of Registrant as Specified In Its Charter) |
|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment
of Filing Fee (Check the appropriate box): |
☒ |
No
fee required. |
☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
☐ |
Fee
paid previously with preliminary materials. |
EXPLANATORY
NOTE
To
the Stockholders of Overseas Shipholding Group, Inc.:
We
recently mailed to our Stockholders the Proxy Statement for our upcoming Annual Meeting of Stockholders to be held on June 1, 2022. The
Proxy Statement contained an error: specifically, the table entitled, “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END,” inadvertently
omitted some information for Mr. O’Halloran. A corrected table appears below. We apologize for any inconvenience.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END
The
following table provides information as of December 31, 2021 concerning the holdings of stock options and stock awards by the NEOs. This
table includes unexercised and unvested option and stock awards. The market value of the stock awards is based on the market price of
OSG’s Class A Common Stock at the close of business on December 31, 2021, which was $1.88 per share.
|
|
Option
Awards |
|
Stock
Awards |
|
Name |
|
Grant
Date |
|
Number
of Securities Underlying Unexercised Options Exercisable (#) |
|
|
Number
of Securities Underlying Unexercised Options Unexercisable (#) |
|
|
Option
Exercise Price |
|
|
Option
Expiration Date |
|
|
Number
of Shares or Units of Stock That Have Not Vested (#) |
|
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) |
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) |
|
Norton |
|
3/23/21 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
180,084 |
(3) |
|
|
338,558 |
|
|
|
228,107 |
(5) |
|
|
428,841 |
|
|
|
3/23/20 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
174,381 |
(3) |
|
|
327,836 |
|
|
|
130,785 |
(4) |
|
|
245,876 |
|
|
|
3/22/19 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
52,588 |
(3) |
|
|
98,865 |
|
|
|
— |
|
|
|
— |
|
|
|
2/08/19 |
|
|
612,745 |
(2) |
|
|
— |
|
|
$ |
1.82 |
|
|
|
2/08/29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2/08/18 |
|
|
494,118 |
(2) |
|
|
— |
|
|
$ |
1.70 |
|
|
|
2/08/28 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3/23/17 |
|
|
17,637 |
(1) |
|
|
— |
|
|
$ |
4.04 |
|
|
|
3/23/27 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/03/16 |
|
|
297,818 |
(1) |
|
|
— |
|
|
$ |
5.57 |
|
|
|
8/03/26 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Trueblood |
|
3/23/21 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54,025 |
(3) |
|
|
101,567 |
|
|
|
99,045 |
(5) |
|
|
186,205 |
|
|
|
3/23/20 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
61,546 |
(3) |
|
|
115,706 |
|
|
|
46,160 |
(4) |
|
|
86,781 |
|
|
|
3/22/19 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,809 |
(3) |
|
|
33,481 |
|
|
|
— |
|
|
|
— |
|
O’Halloran |
|
3/23/21 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47,722 |
(3) |
|
|
89,717 |
|
|
|
87,490 |
(5) |
|
|
164,482 |
|
|
|
3/23/20 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54,365 |
(3) |
|
|
102,206 |
|
|
|
40,774 |
(4) |
|
|
76,655 |
|
|
|
3/22/19 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,645 |
(3) |
|
|
29,413 |
|
|
|
— |
|
|
|
— |
|
|
|
3/23/17 |
|
|
18,078 |
(1) |
|
|
— |
|
|
$ |
4.04 |
|
|
|
3/23/27 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Mote |
|
3/23/21 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47,722 |
(3) |
|
|
89,717 |
|
|
|
87,490 |
(5) |
|
|
164,482 |
|
|
|
3/23/20 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54,365 |
(3) |
|
|
102,206 |
|
|
|
40,774 |
(4) |
|
|
76,655 |
|
|
|
3/22/19 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,645 |
(3) |
|
|
29,413 |
|
|
|
— |
|
|
|
— |
|
|
|
3/23/17 |
|
|
18,078 |
(1) |
|
|
— |
|
|
$ |
4.04 |
|
|
|
3/23/27 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
(1) | These
options to purchase shares of Class A Common Stock became exercisable on the first, second,
and third anniversaries of the grant date, respectively. |
(2) | This
represents Mr. Norton’s annual bonus, awarded in fully vested options in accordance
with the terms of his prior employment agreement. |
(3) | One-third
of these time-based RSUs vested or will vest on the first, second and third anniversary of
the grant date. |
(4) | These
performance-based RSU awards are comprised of two separate grants, both of which become fully
vested when the performance periods end on December 31, 2022. The award based upon TSR is
50% of the grant total and is subject to OSG’s three-year TSR performance relative
to the performance of the companies that comprise a combination of the Oil & Gas Storage
& Transportation and Marine GICS Sub Industries Indexes. The award based upon ROIC is
50% of the grant total and is subject to OSG’s cumulative ROIC relative to OSG’s
budgeted ROIC for the performance period. As of year-end 2021, the achievement level for
the TSR metric was trending positive and above the 75th percentile and the achievement level
for the ROIC metric is trending between threshold and target, as depicted in the following
table: |
2020
Grant |
|
|
|
|
|
Share
payout if the current trends are |
Measurement
Date 12/31/2022 |
|
|
|
#
of shares |
|
realized
|
Name |
|
PRSU
Name |
|
Target |
|
Trend |
|
|
Norton |
|
TSR |
|
130,785 |
|
130,785 |
|
130,785 |
|
|
ROIC |
|
130,785 |
|
— |
|
|
Trueblood |
|
TSR |
|
46,160 |
|
46,160 |
|
46,160 |
|
|
ROIC |
|
46,160 |
|
— |
|
|
O’Halloran |
|
TSR |
|
40,774 |
|
40,774 |
|
40,774 |
|
|
ROIC |
|
40,774 |
|
— |
|
|
Mote |
|
TSR |
|
40,774 |
|
40,774 |
|
40,774 |
|
|
ROIC |
|
40,774 |
|
— |
|
|
(5) | These
performance-based RSU awards are comprised of three separate grants. The TSR and ROIC awards
both cliff vest with performance periods ending on December 31, 2023. The award based upon
TSR is subject to OSG’s three-year TSR performance relative to the performance of the
companies that comprise a combination of the Oil & Gas Storage & Transportation and
Marine GICS Sub Industries Indexes. The award based upon ROIC is subject to OSG’s cumulative
ROIC relative to OSG’s budgeted ROIC for the performance period. As of year-end 2021,
the achievement level for the TSR metric was trending toward a target payout and the achievement
level for the ROIC metric was trending below the threshold. The Special 2021 Grant will vest
with a performance period ending on June 30,2022. As of year-end 2021, the achievement level
of the Special 2021 Grant was trending at two-thirds of the shares vesting as represented
below. |
2021
Grant |
|
|
|
|
|
|
|
Share
payout if the current trends are |
Measurement
Date 12/31/2023 |
|
|
|
#
of shares |
|
realized |
Name |
|
PRSU
Name |
|
Target |
|
Trend |
|
|
Norton |
|
TSR |
|
90,042 |
|
90,042 |
|
|
|
|
ROIC |
|
90,042 |
|
— |
|
228,107
|
|
|
Special |
|
207,097 |
|
138,065 |
|
|
Trueblood |
|
TSR |
|
27,012 |
|
27,012 |
|
|
|
|
ROIC |
|
27,012 |
|
— |
|
99,045
|
|
|
Special |
|
108,050 |
|
72,033 |
|
|
O’Halloran |
|
TSR |
|
23,861 |
|
23,861 |
|
|
|
|
ROIC |
|
23,861 |
|
— |
|
87,490
|
|
|
Special |
|
95,444 |
|
63,629 |
|
|
Mote |
|
TSR |
|
23,861 |
|
23,861 |
|
|
|
|
ROIC |
|
23,861 |
|
— |
|
87,490
|
|
|
Special |
|
95,444 |
|
63,629 |
|
|
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