Diana Shipping Inc. (NYSE: DSX) criticized Genco Shipping & Trading Limited's (NYSE: GNK) board for maintaining its poison pill defense despite opposition from proxy advisory firm Institutional Shareholder Services, according to a company statement.

Diana, which owns 6,264,548 shares representing 14.4% of Genco's outstanding stock, said Genco's board refused to commit to rescinding the poison pill if shareholders vote against it at the June 18 annual meeting. ISS recommended shareholders vote against ratifying the poison pill.

The shipping company maintained its $24.80 per share all-cash tender offer for Genco shares, which expires June 26, 2026. Diana increased the offer price from $23.50 per share in May.

Diana urged Genco shareholders to vote for its board nominees Jens Ismar and Paul Cornell, and to withhold votes from Genco nominees Basil G. Mavroleon and Arthur L. Regan. The company also recommended voting against both Genco's poison pill ratification and equity incentive plan proposals.

According to Diana's statement, ISS noted concerns about the poison pill's qualifying offer requirements, including that the offer price must exceed the highest market price in the preceding 24 months and remain open for an extensive period. ISS stated the qualified offer clause "does not appear to provide a reasonable means for redemption of the poison pill if another party attempts to acquire the company."

The tender offer is conditional on several factors including Genco entering a definitive merger agreement, shareholders tendering a majority of outstanding shares, and termination of the poison pill. These conditions are within Genco board's control.

Diana operates as a global shipping company specializing in dry bulk vessel ownership and bareboat charter arrangements.