UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~June~~July 3013, 2021

Diamond S Shipping Inc.

(Exact name of registrant as specified in charter)

Republic of the Marshall Islands

1-38771

94-1480128

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

33 Benedict Place, Greenwich, CT			06830
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 413-2000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.001 par value per share	DSSI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.0207. ~~Election~~Submission of ~~Directors~~Matters to a Vote of Security Holders.

AsOn ~~previously~~July ~~disclosed~~13, ~~on March 31,~~ 2021, Diamond S Shipping Inc., a ~~Republic of the~~ Marshall Islands corporation (the “Company” or “Diamond S”), ~~International~~held ~~Seaways,~~a ~~Inc.,~~virtual aspecial ~~Republic~~meeting of shareholders (the ~~Marshall Islands corporation (~~“~~INSW~~Special Meeting”), to consider and ~~Dispatch~~vote ~~Transaction~~the ~~Sub,~~following ~~Inc.,~~proposals: (1) a ~~Republic~~proposal ofto approve the ~~Marshall~~Agreement ~~Islands~~and ~~corporation~~Plan ~~and~~of ~~wholly-owned~~Merger, ~~subsidiary~~dated as of ~~INSW~~March 30, 2021 (the “Merger ~~Sub~~Agreement”), entered into anby ~~Agreement~~ and ~~Plan~~between ofInternational Seaways, Inc. (“Seaways”), Dispatch Transaction Sub, Inc. (“Merger Sub”) and the Company (the “Diamond S Merger ~~Agreement~~Proposal”); (2) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be ~~pursuant~~paid or become payable to ~~which~~the ~~Diamond~~Company’s Snamed ~~and~~executive ~~INSW~~officers ~~have~~in ~~agreed,~~connection ~~subject~~with tothe merger contemplated by the ~~terms~~Merger Agreement (the “Diamond S Merger-Related Compensation Proposal”) and ~~conditions~~(3) a proposal to approve the adjournment of the ~~Merger~~Special Meeting ~~Agreement~~to a later date or dates, if necessary or appropriate, to ~~effect~~solicit aadditional ~~stock-for-stock merger~~proxies ofin ~~their~~the ~~respective~~event ~~businesses~~there ~~whereby~~are ~~Merger~~not ~~Sub~~sufficient ~~will~~votes at ~~merge~~the ~~with~~time ~~and~~of ~~into~~the Diamond S, ~~resulting~~special inmeeting to approve the Diamond S ~~surviving~~Merger Proposal (the ~~merger~~“Adjournment Proposal”, astogether awith ~~wholly~~the ~~owned~~Diamond ~~subsidiary~~S ofMerger ~~INSW~~Proposal (and the “Diamond S Merger-Related Compensation Proposal, the “Proposals”).

~~Pursuant~~Prior to the ~~terms~~Special ~~of the Merger Agreement~~Meeting, at the ~~effective~~Company ~~time of the Merger (the “Effective Time”) the Board of Directors of INSW (the “INSW Board”) will~~delivered ~~consist initially of ten (10) directors comprised of (i)~~ a ~~chairman,~~joint ~~designated~~proxy bystatement/prospectus ~~INSW, (ii) six (6) additional directors designated by INSW that are reasonably acceptable~~ to ~~Diamond~~its Sshareholders ~~and~~describing ~~(iii) three (3) additional directors designated by Diamond S that are reasonably acceptable to INSW. As previously announced, at~~ the ~~Effective~~Special ~~Time~~Meeting, the ~~chairman~~Proposals ~~of the INSW Board is expected to be Douglas D. Wheat, Lois K. Zabrocky is expected to be one of the INSW designees to the INSW Board~~ and ~~Craig~~related Hinformation. ~~Stevenson,~~The ~~Jr. is expected to be one of the~~proxy ~~Diamond~~statement Swas ~~designees~~filed towith the ~~INSW Board~~U. ~~In anticipation of the closing of the Merger, Diamond~~ S ~~has selected Alexandra K~~. ~~Blankenship~~Securities and ~~Nadim~~ ~~Qureshi,~~Exchange inCommission ~~addition~~on toJune ~~Mr. Stevenson~~11, ~~as the Diamond S’ designees to the INSW Board with effect upon the Effective Time~~2021.

~~Forward-Looking~~As of ~~Statements~~the close of business on June 11, 2021, the record date for the Special Meeting, there were 40,610,671 shares of common stock, par value $0.001 per share, outstanding and entitled to vote at the Special Meeting. A total of 26,659,638 shares of Diamond S common stock were represented either in person or by proxy at the Special Meeting, representing approximately 65.64% of the shares of the total outstanding eligible votes, and therefore a quorum was declared to be present. At the Special Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.

~~This~~Proposal ~~release~~1: ~~contains forward-looking statements. In addition, INSW or~~ Diamond S ~~may~~Merger make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (“SEC”), in press releases, or in oral or written presentations by representatives of INSW or Diamond S. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the parties’ planned merger and their plans to issue dividends, their prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on INSW’s and Diamond S’ current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2020 for INSW and Diamond S, INSW’s and Diamond S’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, the registration statement on Form S-4 that includes a joint proxy statement that also constitutes a prospectus of INSW that was filed with the SEC on Form 424B3 on June 11, 2021 (the “Joint Proxy Statement/Prospectus”) and in similar sections of other filings made by INSW and Diamond S with the SEC from time to time. Neither INSW nor Diamond S assumes any obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to INSW, Diamond S or their respective representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by INSW or Diamond S with the SEC.Proposal

~~Additional~~The ~~Information~~proposal ~~and~~was ~~Where~~approved toby ~~Find~~the Itfollowing vote:

This communication may be deemed to be solicitation material in respect of the proposed transaction between INSW and Diamond S. In connection with the proposed transaction, INSW and Diamond S have filed with the SEC the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/ Prospectus was first mailed to stockholders of INSW and shareholders of Diamond S on or about June 11, 2021. INSW and Diamond S may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Joint Proxy Statement/Prospectus or any other document which INSW or Diamond S may file with the SEC. Investors and security holders of INSW and Diamond S are urged to read the Joint Proxy Statement/Prospectus and all other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about INSW, Diamond S, the transaction and related matters. Investors are able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC by INSW and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by INSW will be made available free of charge on INSW’s investor relations website at https://www.intlseas.com/investor-relations. Copies of documents filed with the SEC by Diamond S will be made available free of charge on Diamond S’ investor relations website at https://diamondsshipping.com/investor-relations.

Votes For		Votes Against		Abstentions
26,552,123		81,951		25,564

NoProposal ~~Offer~~2: orDiamond ~~Solicitation~~S Merger-Related Compensation Proposal

~~This~~The ~~communication~~proposal iswas ~~not~~approved intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by ~~means of a prospectus meeting~~ the ~~requirements~~ offollowing ~~Section 10 of the Securities Act of 1933, as amended.~~vote:

Participants in the Solicitation

Votes For		Votes Against		Abstentions
25,817,099		315,034		527,505

~~INSW,~~Proposal ~~Diamond~~3: ~~S and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of INSW and~~ Diamond S securities in connection with the contemplated transaction. Information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Joint Proxy Statement/Prospectus regarding the proposed transaction and other relevant materials to be filed with the SEC by INSW and Diamond S. ~~These~~Adjournment ~~documents are available free of charge from the sources indicated above.~~Proposal

The proposal was approved by the following vote, but an adjournment was not necessary in light of the adoption of the Merger Proposal.

Votes For		Votes Against		Abstentions
25,548,773		1,080,293		30,572

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

DIAMOND S SHIPPING INC. By: /s/ ~~Kevin~~Lorraine ~~Kilcullen~~Annucci Name: ~~Kevin~~Lorraine ~~Kilcullen~~Annucci Title: ~~Chief~~VP ~~Financial Officer~~Accounting

Date: ~~June~~July 3013, 2021

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