6-K

TEEKAY TANKERS LTD.

Date: October 1, 2024

/s/ Frans Lotz

Frans Lotz

Secretary

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

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

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-148055) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC) ON DECEMBER 13, 2007;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-194404) FILED WITH THE SEC ON MARCH 7, 2014;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-223824) FILED WITH THE SEC ON MARCH 21, 2018;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-271427) FILED WITH THE SEC ON APRIL 25, 2023; AND

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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-281340) FILED WITH THE SEC ON AUGUST 7, 2024.

On October 1, 2024, Teekay Tankers Ltd. (Teekay Tankers (Marshall Islands)) was domesticated from the Republic of the Marshall Islands and continued as a Bermuda exempted company (the Company, or Teekay Tankers (Bermuda)), subject to the Companies Act 1981 of Bermuda (the Bermuda Companies Act) and other laws of Bermuda (such transaction, the Redomiciliation).

Upon effectiveness of the Redomiciliation, all of the shares of Teekay Tankers (Marshall Islands) Class A common stock, par value $0.01 per share (Class A Common Stock), Class B common stock, par value $0.01 per share (Class B Common Stock), and preferred stock, par value $0.01 per share, automatically converted by operation of law into Class A common shares, par value $0.01 per share (Class A Common Shares), Class B common shares, par value $0.01 per share (Class B Common Shares), and preferred shares, par value $0.01 per share, respectively, of Teekay Tankers (Bermuda) on a one-for-one basis. The Class A Common Shares of Teekay Tankers (Bermuda) are listed on the New York Stock Exchange (NYSE) under the same ticker symbol, “TNK,” under which the shares of Teekay Tankers (Marshall Islands) Class A Common Stock were previously traded.

A Special Meeting of Shareholders (the Special Meeting) was held on September 24, 2024 to consider and vote upon (i) a proposal (the Constitutive Documents Proposal) to adopt, upon the Redomiciliation taking effect by issuance of the certificate of continuance by the Registrar of Companies in Bermuda, the memorandum of continuance (the Memorandum of Continuance) and the bye-laws (the Bye-laws), in each case governed by the laws of Bermuda, in place of Teekay Tankers (Marshall Islands)’s Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws and (ii) a proposal to adjourn the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Constitutive Documents Proposal.

The Company’s shareholders approved the Constitutive Documents Proposal at the Special Meeting. The results of the vote on the Constitutive Documents Proposal were as follows:


Shareholder	Votes For		Votes Against		Votes Withheld
Beneficial		22,821,202		31,624		24,624
Registered		23,137,343		Nil		Nil

Total		45,958,545		31,624		24,624

Because there were sufficient votes to approve the Constitutive Documents Proposal, as set forth above, the vote to adjourn the Special Meeting was not necessary.

Copies of the Company’s Memorandum of Continuance and Bye-laws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report. The opinion of Conyers Dill & Pearman Limited regarding the validity of the Company’s Class A Common Shares is attached as Exhibit 5.1 to this Report.


Exhibit

3.1		Memorandum of Continuance of Teekay Tankers Ltd.

3.2		Bye-laws of Teekay Tankers Ltd.

5.1		Opinion of Conyers Dill & Pearman Limited LLP, Bermuda special counsel to Teekay Tankers Ltd.

23.1		Consent of Conyers Dill & Pearman Limited LLP (contained in Exhibit 5.1)