Genco Shipping & Trading (GNK) Proxy Filing summary

Executive summary

• Diana Shipping Inc. intends to nominate six directors to replace the entire board at the 2026 Annual Meeting, following an unsolicited proposal to acquire all outstanding shares at $20.60 per share.

• The board determined Diana's proposal undervalued the company and posed significant execution risks, opting not to pursue it further.

• The board believes acquiring Diana would create value for both sets of shareholders and authorized management to engage Diana, but Diana refused to engage on this alternative.

• The company remains committed to optimizing shareholder value and will formally respond to Diana's nominees in the upcoming proxy statement.

• Forward-looking statements highlight potential risks, including the possibility that no transaction may be consummated and that anticipated benefits may not materialize.

Voting matters and shareholder proposals

• Shareholders are informed of Diana's intent to nominate a new slate of directors at the 2026 Annual Meeting.

• No shareholder action is required at this time; formal recommendations will be made in the proxy statement.

Board of directors and corporate governance

• The current board consists of six highly qualified individuals, five of whom are independent, with expertise in shipping and related areas.

• The Nominating and Corporate Governance Committee will review Diana's proposed nominees using standard processes and guidelines.

• The board has consistently received top quartile rankings in industry-wide corporate governance research.