form8k562008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
____________April 30,
2008_______________
Date of
Report (Date of Earliest Event Reported)
Commission file
number – 2-63322
INTERNATIONAL SHIPHOLDING
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
36-2989662
(State or other
jurisdiction
of (I.R.S.
Employer Identification Number)
incorporation or
organization)
11 North Water Street,
Suite
18290 Mobile,
Alabama 36602
(Address
of principal executive
offices) (Zip
Code)
(251)
243-9100
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities
Act
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item
5.02 Compensatory
Arrangements of Certain Officers
On April
30, 2008, our Compensation Committee granted the following number of shares of
restricted stock to our executive officers:
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Ÿ
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Niels
M. Johnsen-80,000 shares
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Ÿ
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Erik
L. Johnsen-80,000 shares
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Ÿ
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Manuel
G. Estrada-15,000 shares
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The
Johnsens’ grants will each vest ratably over approximately four years, with
one-quarter of their restricted shares vesting on each of February 1, 2009,
February 1, 2010, February 1, 2011 and February 1, 2012. Mr.
Estrada’s grant will vest ratably over approximately three years, with one-third
of his restricted shares vesting on each of February 1, 2009, February 1, 2010
and February 1, 2011. For the remaining terms of the grants,
please see the form of restricted stock agreement filed as an exhibit to this
report.
On April
30, 2008, our Compensation Committee also authorized change of control
agreements that will commit us to pay each of our executive officers who is
terminated without cause or resigns under certain specified circumstances within
specified periods following a change of control of the Company (i) a lump sum
cash severance payment equal to a multiple of such officer’s annual salary and
bonus, (ii) the officer’s currently pending bonus and (iii) certain other
benefits. The multiple used to determine the amount of the lump sum
cash severance payments will be three times salary and bonus for the Johnsens
and two times salary and bonus for Mr. Estrada.
At its
April 30, 2008 meeting, the Compensation Committee, in an effort to increase the
competitiveness of our executive pay, raised the salaries of each of our
executive officers by 10%, and increased the target level of their short-term
incentive bonuses (from 30% of salary to 40% for Mr. Estrada and 50% for the
Johnsens) payable if we attain certain specified pre-tax adjusted 2008 income
levels.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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10.1
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Form
of restricted stock agreement dated April 30, 2008 between International
Shipholding Corporation and each of its executive
officers.
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SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
INTERNATIONAL
SHIPHOLDING CORPORATION
/s/
Manuel G. Estrada
_____________________________________________
Manuel G.
Estrada
Vice
President and Chief Financial Officer
Date
____May 6,
2008