A move by top shareholder John Fredriksen to derail ratification of the “poison pill” in International Seaways’ bylaws nearly prevailed at the New York owner’s annual shareholders meeting on Tuesday.
Documents newly filed with US securities regulators show that 19.81m shares were voted in favour of a three-year extension of the protocol, which promises massive dilution to any one investor who exceeds a 20% holding in the stock.
But nearly 16.46m holders voted against the extension, in a vote that was primarily advisory as the protection already had been extended by the Seaways board.
At last report, Fredriksen’s Famatown Finance held nearly 8.27m shares, or 16.7% of the company, meaning the Norwegian shipping tycoon had significant company in opposing the measure.
Extension of the pill, formally known as a “shareholder rights plan”, had been one of the key issues targeted by Fredriksen and private company, the Seatankers Group, in a scathing open letter to Seaways management last week.
The original plan capped any holder at 17.5%, and was introduced after Fredriksen quietly amassed his stake in 2022.
The results filed after the close of trading on Thursday also showed that two board members targeted by Fredriksen for removal — Lois Zabrocky and Kate Blankenship — received the lowest support of the 10 directors who were re-elected at Tuesday’s session.
Zabrocky, Seaways’ chief executive, and Blankenship, an independent director, received 23.8m and 23.6m votes, respectively.
The company has 49.23m shares outstanding and a total of 40.78m were represented at the meeting in person or by proxy.
Zabrocky and Blankenship — a former Fredriksen-group stalwart now connected with his estranged business partner, Tor Olav Troim — were the only directors to poll less than 30m votes.
Thursday’s filing also indicated the margin of approval for Seaways’ executive compensation for 2022.
A total of about 23m shares were voted in favour of the plan, which also had been opposed by Fredriksen, while 13.2m ballots were cast against it.
As TradeWinds has reported, Fredriksen accused Seaways’ management and board of being “entrenched, shameless and self-interested” in the Seatankers letter, while the New York company’s management questioned his “targeting” of two of three female directors on the board.
Seaways also lashed out at Fredriksen’s role in a failed merger attempt with Belgian tanker owner Euronav.
