Diana Shipping (DSX) Proxy filing summary

Executive summary

• Diana Shipping Inc., holding 14.7% of Genco's shares, is soliciting proxies to elect six new independent directors and support proposals aimed at maximizing shareholder value, including a strategic review and repeal of recent by-law amendments.

• Diana and Star Bulk Carriers jointly proposed to acquire all outstanding Genco shares at $23.50 per share, a 31% premium to the pre-offer price, backed by $1.433 billion in committed financing and a vessel sale agreement.

• The current Genco board has rejected both the initial and revised acquisition proposals and adopted a poison pill, which Diana opposes as disenfranchising shareholders.

• Diana urges shareholders to use the GOLD proxy card to vote for its nominees and proposals, and against certain management proposals, at the June 18, 2026 annual meeting.

Voting matters and shareholder proposals

• Election of six Diana Nominees to the board for one-year terms; recommendation to withhold votes from incumbent directors.

• Advisory vote on executive compensation (Say on Pay Proposal): Diana recommends voting against, citing excessive pay and poor oversight.

• Amendment to the 2015 Equity Incentive Plan to increase share pool by 1,673,000 shares: Diana recommends voting against due to dilution and excessive awards.

• Ratification of Deloitte & Touche LLP as auditor for 2026: Diana recommends voting for.

• Ratification and extension of the Shareholder Rights Agreement (poison pill) to 2029: Diana recommends voting against, citing anti-takeover concerns.

• Repeal of by-law amendments made after August 28, 2025 without shareholder approval: Diana recommends voting for.

• Strategic Review Proposal: Diana recommends voting for a process to explore alternatives to maximize shareholder value.

Board of directors and corporate governance

• Diana's six nominees have extensive shipping, legal, and financial experience and no prior ties to Genco.

• If at least four Diana Nominees are elected, a change of control may be triggered under Genco’s credit agreement and retention plan, potentially incurring significant severance costs.

• Diana Nominees have agreed to serve if elected and will be indemnified for service as directors.