Diana Shipping Inc., a global shipping company that specializes in the ownership and chartering of dry bulk vessels and is the largest shareholder of Genco Shipping & Trading Limited, today urged Genco shareholders to use the June 18 Annual Shareholders’ Meeting (the “Annual Meeting”) as an opportunity to send a clear and decisive message about the track record of Genco’s Board of Directors (the “Genco Board”) and favoring the interests of Genco’s management over shareholders – by voting for Diana’s nominees, Jens Ismar and Paul Cornell, who will bring perspectives New and independent to Ginko’s Board of Directors, and against Ginko’s proposals to ratify the stock incentive plan and poison pills. With significant investor support emerging against the two governance proposals, Diana believes shareholders have a rare and time-sensitive opportunity to hold Genco’s board to account.
Diana encourages all Genco shareholders to vote for the GOLD Global Proxy Card:
Against Genco’s Stock Incentive Plan (Proposition 3): Institutional Shareholder Services (“ISS”) recommended shareholders vote against Genco’s Stock Incentive Plan, as they found the cost to be excessive and cited concerns about the plan’s features and grant practices. The proposed amendment would allow for the addition of an additional 1.673 million shares, diluting existing shareholders by approximately 3.8%, and includes an expanded definition of a change of control that could result in accelerated vesting of stock awards and impose additional costs on Genco shareholders. Shareholders have expressed real opposition to this proposal, and Diana believes that voting against adoption of the incentive plan sends an important message that the compensation practices followed by the Genco Board of Directors – including paying excessive incentive awards despite reporting a net loss in 2025 – are unacceptable.
Against the ratification of Genco’s poison pill (Proposition 5): ISS also recommended shareholders vote against the poison pill, finding that its proposed extension raises concerns about Genco’s board of directors using it as a long-term entrenchment mechanism. Genco’s board approved the highly aggressive poison pill without shareholder approval and is now asking shareholders to approve a three-year extension. Ginko’s board of directors doesn’t really care how shareholders vote on the poison pill – they chose to make this an advisory vote, meaning that even if shareholders vote against the poison pill, they can ignore the outcome entirely, and amend or extend the poison pill unilaterally. Shareholders should be aware that ISS found that the poison pill “does not provide a reasonable means of recovery…if another party attempts to acquire Ginko” and that the poison pill may “dissuade potential acquirers from making a qualifying offer” for Ginko. Shareholders should ask themselves whether they are willing to accept the consolidation of Ginko’s board of directors for the next three years.
Diana believes there is significant investor support to advance these two important proposals, and urges all shareholders who have not yet voted to make their voices heard.
*Diana neither sought nor obtained consent from the International Space Station to use the information previously published in this press release.
Voting for Jens Ismar and Paul Cornell to serve on Genco’s Board of Directors is the best way to ensure that the will of shareholders is properly considered in the event that the poison pill advisory proposal is rejected.
Mr. Ismar and Mr. Cornell are independent executive directors of Drybulk who will bring fresh perspectives and relevant experience directly to Genco’s Board of Directors and will work alongside the permanent directors already in place to consider all opportunities to create shareholder value – including eliminating poison pills.
Diana also urges shareholders to vote on Basil G. Mavroleon and Arthur L. Regan. Mr. Mavroleone served on Genco’s board of directors for more than 20 years and — as Chairman of the Compensation Committee — increased executive compensation in 2025 despite Genco reporting a net loss, changed targets when management failed to meet its performance targets, and approved a new, enhanced severance plan for executives after Diana’s presentation. Mr. Reagan was CEO of Genco from 2016 to 2021 and now chairs the Nominating and Corporate Governance Committee – the same committee responsible for evaluating Diana’s nominees and recommending the Genco Board’s response to Diana’s proposals. It is worth noting that ISS recommended withholding the vote on Mr. Reagan at last year’s annual meeting, and approximately 31% of shareholders voted against his re-election. Genco’s board of directors has taken no meaningful action in response.
Diana believes that Genco shareholders deserve a Board that serves their interests – and that Jens Ismar and Paul Cornell are exactly the kind of independent, experienced voices needed to bring fresh perspectives to the Board and ensure that all strategic opportunities are properly evaluated on behalf of all shareholders.
DIANA’s offer of $24.80 per share is still on the table.
Vote for gold today.
Diana has updated her GOLD Global Proxy Card to reflect her updated list and recommend that shareholders vote in favor of Jens Ismar and Paul Cornell and discontinue Genco nominees Basil G. Mavroleon and Arthur L. Regan.
Shareholders who have already voted on the gold ticket previously distributed to Mr. Esmar and Mr. Cornell need not take any additional action – Esmar and Cornell’s votes will count. Shareholders who voted a white card may change their vote by signing, dating and returning the Gold Global Proxy Card. Only the most recent proxy will be counted. Please act as soon as possible – the Annual Meeting will be held on June 18, 2026.
Diana also reminds shareholders that the all-cash tender offer of $24.80 per share still stands. Shareholders who have not yet tendered their shares are encouraged to do so before the expiration of the tender offer at 5:00 p.m., New York City time, on June 26, 2026, unless further extended. The proxy vote and the tender offer are independent of each other – and shareholders can and should act on both.
Source: Diana Shipping Company
