Genco board commits to limit rights agreement extensions to 12 months

Genco Shipping & Trading Limited (NYSE: GNK) announced that its board of directors has made commitments regarding the company's shareholder rights agreement, which was implemented in 2025 following stock accumulation by Diana Shipping Inc.

The board stated it will regularly review the rights agreement and consider whether circumstances merit maintaining or terminating it. Any extension following shareholder approval will not exceed 12 months beyond the current term, which is shorter than the three-year period proposed in the resolution being voted on at the annual meeting.

If the rights agreement remains active when Genco solicits proxies for its 2027 annual meeting, the board will submit it for another shareholder vote. The board also indicated it remains open to meeting with Diana if they submit an offer that compensates shareholders for the full underlying value of assets and provides an appropriate control premium.

The company stated the rights agreement was adopted as a response to Diana's accumulation of Genco stock, which the company claims was improperly disclosed. Genco's board characterized Diana's actions as a hostile takeover campaign that includes a proxy fight and what the company describes as an inadequately priced $24.80 tender offer.

The board recommends shareholders vote for the continuation of the rights agreement using the white proxy card and reject Diana's tender offer. Diana has withdrawn four nominees but continues its proxy fight to place two nominees on Genco's board.

Genco operates a fleet of 43 drybulk vessels with an aggregate capacity of approximately 4,935,000 deadweight tons, focusing on the transportation of commodities including iron ore, coal, and grain.

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