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TEEKAY TANKERS LTD.

For the period ended May 6, 2026. Filed May 6, 2026.

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What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.

May 6, 2026 · Filed May 6, 2026

TNK$85.71+4.6%Stored close · as of Nov 6, 2026
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6-K 1 tnk-2026agmnoticeandproxys.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

Date of Report: May 6, 2026

Commission file number 1-33867

TEEKAY TANKERS LTD.

(Exact name of Registrant as specified in its charter)

2nd Floor, Swan Building

26 Victoria Street

Hamilton, HM 12 Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F☒ Form 40-F☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Attached to this Report on Form 6-K as Exhibit I is a copy of the 2026 Proxy Statement of Teekay Tankers Ltd. (the “Company”) dated May 6, 2026.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE COMPANY.

REGISTRATION STATEMENT ON FORM S-8 (NO. 333-282449) FILED WITH THE SEC ON OCTOBER 1, 2024.

SIGNATURE

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

TEEKAY TANKERS LTD.
Date: May 6, 2026By:/s/ Brody Speers
Brody SpeersChief Financial Officer

EXHIBIT I

May 6, 2026

Dear Shareholder,

On behalf of the Board of Directors, it is my pleasure to extend to you an invitation to attend the 2026 annual general meeting of shareholders of Teekay Tankers Ltd. (the “Company”). The annual general meeting will be held at:

Place:Suite 2100, Bentall 5550 Burrard Street Vancouver, BC V6C 2K2Canada
Date:Tuesday, June 16, 2026
Time:2:30 p.m. Pacific Daylight Time

The Notice of Annual General Meeting and Proxy Statement describes the business to be transacted at the annual general meeting and provides other information concerning the Company. The principal business to be transacted at the annual general meeting will be the election of the Company's directors for a term of one year, the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026, and to receive the Company’s audited financial statements for the fiscal year ended December 31, 2025. The Board of Directors unanimously recommends that shareholders vote for the election of the nominated directors and the ratification of the appointment of KPMG LLP as the Company’s independent auditors.

We are furnishing proxy materials to our shareholders over the Internet. On or about May 6, 2026, we will mail to our shareholders a notice containing instructions on how to access our 2026 proxy statement and annual report via the Internet and vote online. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery to receive future annual materials via email.

We know that many of our shareholders will be unable to attend the annual general meeting. Proxies are solicited so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the annual general meeting. Whether or not you plan to attend the annual general meeting, we hope that you will have your shares represented by voting online, or by completing and returning a proxy card or voting instruction card, as soon as possible. You may, of course, attend the annual general meeting and vote in person even if you have previously voted online or submitted your proxy card or voting instructions.

Sincerely,

KENNETH HVID

President and Chief Executive Officer

2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL GENERAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL GENERAL MEETING2
Q:Why am I receiving these materials?2
Q:What information is contained in this proxy statement?2
Q:How may I obtain Teekay Tankers' Annual Report on Form 20-F filed with the Securities and Exchange Commission (or SEC)?2
Q:What items of business will be voted on at the annual general meeting?2
Q:How does the Board recommend that I vote?2
Q:What shares can I vote?3
Q:What is the difference between holding shares as a shareholder of record and as a beneficial owner?3
Q:How can I attend the annual general meeting?3
Q:How can I vote my shares in person at the annual general meeting?4
Q:How can I vote my shares without attending the annual general meeting?4
Q:Can I change my vote?4
Q:Is my vote confidential?4
Q:What are the relative voting rights of Teekay Tankers' Class A common shares and Class B common shares?4
Q:How many shares must be present or represented to conduct business at the annual general meeting?4
Q:How are votes counted?5
Q:What is the voting requirement to approve each of the proposals?5
Q:Is cumulative voting permitted for the election of directors?5
Q:What happens if additional matters are presented at the annual general meeting?5
Q:What should I do if I receive more than one set of voting materials?5
Q:How may I obtain a separate set of voting materials?6
Q:Who will bear the cost of soliciting votes for the annual general meeting?6
Q:Where can I find the voting results of the annual general meeting?6
Q:What is the deadline to propose actions for consideration at next year's annual general meeting of shareholders or to nominate individuals to serve as directors?6
Q:How may I communicate with Teekay Tankers' Board or the non-management directors on Teekay Tankers' Board?7
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS8
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE MATTERS12
DIRECTOR COMPENSATION14
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR 202514
EXECUTIVE COMPENSATION14
PRESENTATION OF FINANCIAL STATEMENTS15
PROPOSALS TO BE VOTED ON15
PROPOSAL NO. 1 ELECTION OF DIRECTORS15
INFORMATION ABOUT THE DIRECTOR NOMINEES16
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS18
COMMON SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT19
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS20
EXECUTIVE OFFICERS22
PRINCIPAL AUDITOR FEES AND SERVICES23
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS24
ContentsView on SEC.gov

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