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 (NYSE: GNK) (“Genco”), today issued a final reminder to Genco shareholders that Thursday’s Annual Meeting represents a critical opportunity to send a clear and decisive message to Genco’s Board of Directors (“Genco Board”) regarding prioritizing the interests of management over those of shareholders. Diana urges shareholders to vote – as soon as possible – in favor of Diana’s nominees Jens Ismar and Paul Cornell and against Jenko’s proposals to ratify the stock incentive plan and poison pills.
Diana’s proxy campaign coincided with an ongoing pattern of governance failures by Genco’s board, which spent more than six months and millions of shareholder dollars blocking access to a fully-funded all-cash offer of $24.80 per share at a significant premium. At the heart of these governance failures are two specific measures – adopted without shareholder approval – that together appear designed to make it structurally more difficult to replace John and Bensmith, who in August 2025 took over the role of chairman – and without a shareholder vote as well. Wobensmith’s assumption of the role of Chairman of the Board effectively eliminated the independent oversight of the Board of Directors at Genco.
1. The Poison Pill: Genco adopted its poison pill without shareholder approval on October 1, 2025, the day after Diana revealed it had increased its stake to approximately 14.93% of Genco’s outstanding shares. The board then amended the plan to lower the incentive threshold from 15% to 10% for active investors, again without shareholder approval, before having to restore it to 15% after sustained pressure from shareholders. The board is now seeking a three-year extension of the pill – and has not indicated it would cancel the pill if shareholders vote to do so. ISS recommended shareholders vote against the pill, finding that its proposed extension raises concerns about its potential use as an entrenchment mechanism.
2. Employee Retention Plan: After Wobensmith consolidated his power at the helm of Genco by assuming the position of Chairman of the Board, and following Diana’s initial takeover proposal, the Board of Directors also adopted what it described as an “Employee Retention Plan.” This plan effectively functions as a change-of-control severance arrangement designed primarily to protect Wobensmith and other senior executives. It was approved by the Compensation Committee, which is chaired by Basil Mavrolione, a director who maintained meaningful business relationships with Wobensmith before and during his more than two decades on Genco’s Board of Directors. The plan was triggered by replacing at least 50% of board members, a threshold well below market standards, and Genco has declined to disclose its full cost to shareholders. For Wobbensmith specifically, the plan effectively functions as a single-trigger termination arrangement: any change to the board of directors on a scale sufficient to call into question his continued leadership followed by the loss of the title of chairman would trigger its provisions and impose significant costs on Genco shareholders.
Genco shareholders interested in sound governance, transparency, and aligning incentives with shareholder interests should ask the Genco Board of Directors the following questions:
• What specific analysis has the independent committee conducted to determine whether the retention plan and appointment of the Chairman are in the best interests of all shareholders?
• Why was the reason for a change in control set at 50% of directors rather than the standard market majority threshold?
• Why did Jenko refuse to reveal the full cost of the plan?
Diana believes the answers are that no such analysis has been done. These arrangements have been adopted to protect management, not shareholders. The board simply does not want shareholders to know the high cost of the plan.
Thursday’s annual meeting is an opportunity for shareholders to hold Genco’s board accountable. Diana urges Ginko shareholders to vote:
• For Diana’s nominees, Jens Esmar and Paul Cornell, two independent and highly qualified Drybulk executives who will bring fresh perspectives and directly relevant experience to Genco’s Board of Directors and will work alongside the permanent directors already in place to ensure that all strategic opportunities – including the abolition of the poison pill – are properly evaluated on behalf of all shareholders;
• Abstain from Basil G. Mavroleone and Arthur L. Reagan, two longtime board members whose conduct is emblematic of a board that consistently places the interests of management above those of shareholders.
• against Ginko’s proposal to certify its poison pills, an advisory vote Ginko’s board reserved the right to ignore the outcome entirely, which ISS recommended shareholders vote against, as they found it to raise concerns about its potential use as a long-term anchoring mechanism while a fully funded cash offer remains on the table; and
• Against Genco’s stock incentive plan, which reflects a pattern of compensation practices – including the payment of excessive incentive bonuses despite reporting a net loss – which Diana believes is not in the best interest of shareholders.
The board that spent seven months protecting itself rather than acting on your behalf has told you everything you need to know. 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
