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Diana Shipping Inc. Urges Genco Shipping & Trading Shareholders to Vote for Jens Ismar and Paul Cornell to the Board, and Vote Against Genco's Poison Pill and Equity Incentive Plan Ahead of Annual Meeting on June 18

  • Diana Shipping Inc., the largest shareholder of Genco Shipping & Trading Limited, urged Genco shareholders to vote FOR nominees Jens Ismar and Paul Cornell at the June 18, 2026 Annual Meeting.
  • Shareholders are urged to vote WITHHOLD on incumbent directors Basil G. Mavroleon and Arthur L. Regan due to concerns regarding excessive executive compensation & governance entrenchment.
  • Institutional Shareholder Services (ISS) recommended voting AGAINST ratifying Genco's poison pill & equity incentive plan, citing excessive costs & long-term entrenchment risks.
  • The proposed equity incentive plan would authorize 1.673 million additional shares, causing approximately 3.8% dilution & includes an expansive change-in-control definition.
  • The poison pill proposal seeks a three-year extension adopted without prior shareholder approval, which ISS noted could discourage qualified acquisition offers.
  • Diana maintains an all-cash tender offer at $24.80 per share, with an expiration time of 5:00 p.m. New York City time on June 26, 2026.
  • A second-step merger is planned to acquire remaining shares at $24.80 per share if the initial tender offer is successfully completed.
  • Shareholders holding the previous WHITE proxy card may change their votes by returning the updated GOLD universal proxy card, with only the latest-dated proxy counting.
  • Diana holds approximately 14.4% of Genco's outstanding shares, representing 6,264,548 shares as of the press release date.
  • Genco's board is described as having extended its tenure for over 20 years in some cases & increased executive pay despite reporting a net loss in 2025.