Genco Shipping & Trading (GNK) 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 for shareholder value maximization.

• Diana made two acquisition proposals for Genco: $20.60/share in November 2025 and $23.50/share in March 2026, the latter in partnership with Star Bulk and backed by $1.433 billion in committed financing.

• The revised offer includes a definitive agreement to sell 16 Genco vessels to Star Bulk for $470.5 million upon deal completion.

• Genco's board has rejected both proposals and adopted a poison pill, lowering the trigger threshold to 10% ownership, which Diana argues disenfranchises shareholders.

• Diana is also proposing to repeal any by-law amendments made by Genco's board after August 28, 2025, without shareholder approval.

Voting matters and shareholder proposals

• Shareholders are asked to vote for six Diana nominees, repeal unilateral by-law amendments, and require a post-meeting strategic review by the board with results disclosed to shareholders.

• 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 are independent of Genco.

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

• Diana's nominees have entered into agreements with Diana for indemnification and reimbursement of reasonable expenses related to the proxy contest.