Genco Shipping & Trading (GNK) Proxy filing summary

Executive summary

• Board unanimously rejected Diana Shipping Inc.'s revised, non-binding proposal to acquire all outstanding shares for $23.50 per share, citing undervaluation and execution risks.

• Special committee of independent directors, with external advisors, reviewed the offer and found it failed to provide an appropriate premium and relied on selective NAV estimates.

• Genco's recent financial performance includes multi-year highs in EBITDA and TCE, a Q4 2025 dividend of $0.50 per share, and expectations for a higher Q1 2026 dividend.

• Over six years, $323 million in dividends distributed, with 26 consecutive dividends paid, reflecting a strong capital return model.

• Board remains open to engaging with Diana or others on offers that reflect Genco's intrinsic value and upside potential.

Voting matters and shareholder proposals

• Proxy statement and WHITE proxy card to be filed for the 2026 Annual Meeting of Shareholders, with solicitation of proxies for board matters.

• Shareholders encouraged to read all proxy materials and vote accordingly.

Board of directors and corporate governance

• Board consists of independent directors and executive officers, with a special committee overseeing review of acquisition proposals.

• Diana Shipping initiated a proxy contest to replace the entire board after declining to engage in a potential alternative transaction.

• Board and management committed to acting in the best interests of all shareholders.