Diana Shipping urges Genco shareholders to vote against poison pill

Diana Shipping Inc. (NYSE: DSX) urged Genco Shipping & Trading Limited (NYSE: GNK) shareholders to vote for its director nominees and against Genco's poison pill and equity incentive plan ahead of Genco's annual meeting on June 18, 2026.

Diana, which holds approximately 14.4% of Genco's outstanding shares, recommended shareholders vote for its nominees Jens Ismar and Paul Cornell to Genco's board and withhold votes from current directors Basil G. Mavroleon and Arthur L. Regan.

Institutional Shareholder Services recommended shareholders vote against both Genco's equity incentive plan and poison pill ratification. ISS found the incentive plan's cost excessive and cited concerns about plan features, noting the proposed amendment would authorize an additional 1.673 million shares, diluting shareholders by approximately 3.8%.

Regarding the poison pill, ISS stated it "does not provide a reasonable means for redemption" and may "discourage potential acquirors from making a qualified offer" for Genco. The advisory vote means Genco's board can ignore the result and maintain the poison pill regardless of shareholder opposition.

Diana maintains its $24.80 per share all-cash tender offer for Genco, which expires at 5:00 p.m. New York time on June 26, 2026. The company increased its offer price from $23.50 per share on May 27, 2026.

The tender offer requires Genco to enter into a definitive merger agreement, majority shareholder approval, termination of Genco's shareholder rights plan, and board approval of the transaction under affiliate provisions.

Mavroleon has served on Genco's board for more than 20 years and chairs the compensation committee. Regan served as Genco's executive chairman from 2016 to 2021 and currently chairs the nominating and corporate governance committee. ISS recommended a withhold vote on Regan at last year's meeting, with nearly 31% of shareholders voting against his reelection.

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