Diana Shipping (DSX) Proxy filing summary

Executive summary

• Diana Shipping Inc., holding 14.8% of Genco's shares, is soliciting proxies to elect six independent nominees to Genco's board at the 2026 Annual Meeting, aiming to replace the current board and pursue strategic alternatives, including a potential acquisition by Diana at $23.50 per share, a 31% premium to the pre-offer price.

• Diana's revised acquisition proposal is fully financed with $1.433 billion in commitments and includes a definitive agreement to sell 16 Genco vessels to Star Bulk for $470.5 million upon deal completion.

• The current Genco board has rejected both Diana's initial and revised proposals and adopted a poison pill, lowering the trigger threshold to 10% ownership, to deter further accumulation of shares.

• Diana is also proposing to repeal any by-law amendments made by the Genco board after August 28, 2025, without shareholder approval, and to require a post-meeting strategic review by an independent advisor.

Voting matters and shareholder proposals

• Shareholders are asked to vote for six Diana nominees, repeal unilateral by-law amendments, and require a strategic alternatives review.

• Diana recommends voting for the ratification of Deloitte & Touche LLP as auditor and makes no recommendation on the say-on-pay proposal.

• Voting instructions emphasize using the GOLD universal proxy card and withholding votes from the incumbent board nominees.

Board of directors and corporate governance

• Diana's six nominees have extensive shipping, legal, and financial experience and have agreed to serve if elected.

• If at least four Diana nominees are elected, a change of control may be triggered under certain company agreements, potentially requiring substantial payments.

• Diana's nominees have no prior positions with Genco and are considered independent under applicable standards.