DSX urges GNK shareholders to vote ahead of June 18 annual meeting
Diana Shipping Inc. (NYSE: DSX), which holds approximately 14.4% of Genco Shipping & Trading Limited (NYSE: GNK), issued a reminder to Genco shareholders ahead of Genco's annual meeting on June 18, 2026, urging them to vote for Diana's two board nominees and against two of Genco's governance proposals.
Diana is asking shareholders to vote for its nominees Jens Ismar and Paul Cornell, withhold votes on Genco directors Basil G. Mavroleon and Arthur L. Regan, and vote against ratifying Genco's shareholder rights plan, known as a poison pill, and its equity incentive plan.
According to Diana's statement, Genco adopted its poison pill on October 1, 2025, the day after Diana disclosed it had increased its stake to approximately 14.93% of Genco's shares. The board later amended the pill to lower the trigger threshold from 15% to 10% for active investors before restoring it to 15% following shareholder pressure. The board is now seeking a three-year extension. Proxy advisory firm ISS has recommended shareholders vote against the pill, citing concern about its potential use as an entrenchment mechanism.
Diana also raised concerns about an employee retention plan adopted by Genco's compensation committee after John Wobensmith became chairman in August 2025. Diana claims the plan functions as a change-in-control severance arrangement triggered by replacement of as few as 50% of board members and that Genco has not disclosed the plan's full cost.
Diana commenced a tender offer on May 4, 2026, through its subsidiary 4 Dragon Merger Sub Inc., to purchase all outstanding Genco shares. On May 27, 2026, Diana raised the offer price from $23.50 to $24.80 per share in cash and extended the offer's expiration to 5:00 p.m. New York time on June 26, 2026. The offer remains conditioned on, among other things, Genco entering into a definitive merger agreement and termination of Genco's shareholder rights plan.
