Diana Shipping highlights ISS recommendation against Genco poison pill

Diana Shipping Inc. (NYSE: DSX) announced that Institutional Shareholder Services recommended Genco Shipping & Trading Limited (NYSE: GNK) shareholders vote against ratifying Genco's poison pill. Diana owns 14.4% of Genco's outstanding shares and has made a $24.80 per share all-cash offer for the company.

ISS stated the poison pill's proposed three-year extension raises concerns about its potential use as an entrenchment mechanism. The proxy advisory firm noted this is merely an advisory proposal with no board commitment to terminate the pill if shareholders reject it.

Glass Lewis, while recommending approval of the poison pill, characterized Diana as a "serious and committed bidder" and expressed concern that the rights plan may limit shareholders' ability to evaluate Diana's offer. The firm noted that Diana's involvement coincided with a significant rerating of Genco's shares.

Diana has nominated two independent directors, Jens Ismar and Paul Cornell, for Genco's board and urges shareholders to vote for them while withholding votes from incumbent directors Basil G. Mavroleon and Arthur L. Regan. The company also recommends voting against the poison pill ratification.

Diana commenced its tender offer on May 4, 2026, initially at $23.50 per share, then increased it to $24.80 per share on May 27. The offer expires at 5:00 p.m. New York time on June 26, 2026, unless extended. The offer is conditioned on Genco entering into a merger agreement, majority shareholder approval, termination of the poison pill, and other customary conditions.

Genco's annual meeting is scheduled for June 18, 2026. According to the press release, Diana states that ISS found the Genco board's failure to engage with Diana's initial offer "may be cause for concern."

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