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Diana Shipping Inc. Reminds Genco Shipping & Trading Shareholders to Cast Their Vote for Independent, Fresh Perspectives in the Boardroom Ahead of Annual Meeting on June 18
16 Jun 2026 14:20 CEST
Issuer
Diana Shipping Inc
Raises Serious Questions About Governance Changes Designed to Benefit and
Protect John Wobensmith Following His Appointment as Chairman
Shareholders Have One Last Opportunity to Send a Clear Message to the Genco
Board Regarding Its Prioritization of Management's Interests Over Those of
Shareholders
Diana Urges Genco Shareholders to Vote the GOLD Universal Proxy Card "FOR" Jens
Ismar and Paul Cornell, "WITHHOLD" on Basil G. Mavroleon and Arthur L. Regan,
and "AGAINST" Ratifying Genco's Poison Pill and Equity Incentive Plan
Athens, Greece – June 16, 2026 – Diana Shipping Inc. (NYSE: DSX) (“Diana” or
“the Company”), a global shipping company specializing in the ownership and
bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco
Shipping & Trading Limited (NYSE: GNK) (“Genco”), today issued a final reminder
to Genco shareholders that Thursday's Annual Meeting presents a critical
opportunity to send a clear and decisive message to the Genco Board of Directors
(the "Genco Board") regarding its prioritization of management's interests over
those of its shareholders. Diana urges shareholders to vote –as soon as possible
– FOR Diana's nominees Jens Ismar and Paul Cornell and AGAINST Genco's proposals
to ratify its poison pill and equity incentive plan.
Diana's proxy campaign has coincided with a sustained pattern of governance
failures by the Genco Board, which has spent more than six months and millions
of shareholder dollars blocking access to a $24.80 per share fully financed,
all-cash offer at a meaningful premium. At the center of these governance
failures are two particular actions – adopted without shareholder approval –
that, taken together, appear designed to make it structurally more difficult to
replace John Wobensmith, who in August 2025 assumed the role of Chairman — also
without a shareholder vote. Wobensmith assuming the role of Chairman effectively
eliminated independent board oversight at Genco.
1.The Poison Pill: Genco adopted its poison pill without shareholder approval on
October 1, 2025, the day after Diana disclosed that it had increased its stake
to approximately 14.93% of Genco's outstanding shares. The Board subsequently
amended the pill to lower the trigger threshold from 15% to 10% for active
investors, again without shareholder approval, before being forced to restore it
to 15% following sustained shareholder pressure. Now the Board is seeking a
three-year extension of the pill — and has made no indication it will rescind
the pill if shareholders vote to do so. ISS has recommended shareholders vote
AGAINST the pill, finding that its proposed extension raises concern about its
potential use as an entrenchment mechanism.
2.The Employee Retention Plan: After Wobensmith consolidated his power atop
Genco by becoming Chairman, and following Diana's initial acquisition proposal,
the Board also adopted what it described as an "Employee Retention Plan." This
plan effectively functions as a change-in-control severance arrangement designed
primarily to protect Wobensmith and other senior executives. It was approved by
the Compensation Committee, chaired by Basil Mavroleon, a director who has
maintained meaningful business ties to Wobensmith both before and during his
more than two decades on the Genco Board. The plan is triggered by the
replacement of as few as 50% of board members, a threshold meaningfully below
market standard, and Genco has refused to disclose its full cost to
shareholders. For Wobensmith specifically, the plan functions effectively as a
single-trigger severance arrangement: any board change of sufficient scale to
question his continued leadership followed by the loss of his Chairman title
would activate its provisions and impose significant costs on Genco
shareholders.
Genco shareholders who are concerned with proper governance, transparency, and
the alignment of incentives with shareholder interests should ask the following
questions of the Genco Board:
•What specific analysis did the independent committee conduct to determine that
the retention plan and the Chairman appointment were in the best interests of
all shareholders?
•Why was the change-in-control trigger set at 50% of the board rather than the
market-standard majority threshold?
•And why has Genco refused to disclose the full cost of the plan?
Diana believes the answers are that no such analysis was conducted. These
arrangements were adopted to protect management — not shareholders. And the
Board simply does not want shareholders to know the outrageous cost of the plan.
Thursday’s Annual Meeting is shareholders’ opportunity to hold the Genco Board
accountable. Diana urges Genco shareholders to vote:
•FOR Diana's nominees Jens Ismar and Paul Cornell, two highly qualified,
independent drybulk executives who would bring fresh perspectives and directly
relevant expertise to the Genco Board and would work alongside the tenured
directors already in place to ensure all strategic opportunities — including
rescinding the poison pill — are properly evaluated on behalf of all
shareholders;
•WITHHOLD on Basil G. Mavroleon and Arthur L. Regan, two long-tenured directors
whose conduct is emblematic of a Board that has consistently placed management's
interests above those of shareholders;
•AGAINST Genco's proposal to ratify its poison pill, an advisory vote on which
the Genco Board has reserved the right to ignore the outcome entirely, and which
ISS has recommended shareholders vote against, finding it raises concern about
its potential use as a long-term entrenchment mechanism while a fully financed,
all-cash offer remains on the table; and
•AGAINST Genco's equity incentive plan, which reflects a pattern of compensation
practices — including paying out excessive incentive awards despite reporting a
net loss — that Diana believes are not in the best interests of shareholders.
A BOARD THAT HAS SPENT SEVEN MONTHS PROTECTING ITSELF INSTEAD OF ACTING FOR YOU
HAS TOLD YOU EVERYTHING YOU NEED TO KNOW. VOTE GOLD TODAY.
Diana has updated its GOLD universal proxy card to reflect its updated slate and
recommendation that shareholders vote “FOR” Jens Ismar and Paul Cornell and
WITHHOLD on Genco nominees Basil G. Mavroleon and Arthur L. Regan.
Shareholders who have already voted on the previously circulated GOLD card for
Mr. Ismar and Mr. Cornell do not need to take any additional action — votes for
Ismar and Cornell will be counted. Shareholders who have voted the WHITE card
can change their vote by signing, dating and returning the GOLD universal proxy
card. Only the latest-dated proxy will count. Please act as soon as possible
—the Annual Meeting is on June 18, 2026.
Diana also reminds shareholders that its $24.80 per share all-cash tender offer
remains live. Shareholders who have not yet tendered their shares are encouraged
to do so prior to the tender offer's expiration at 5:00 p.m., New York City
time, on June 26, 2026, unless further extended. The proxy vote and the tender
offer are independent of each other — shareholders can and should act on both.
For additional information about Diana's nominees, its case for change, and
other materials related to its proxy campaign, please visit
www.CashforGenco.com.
For assistance voting or tendering shares, contact Diana’s proxy solicitor and
information agent, Okapi Partners LLC, toll-free at (855) 305-0857 or by email
at info@okapipartners.com.
About Diana Shipping Inc.
Diana Shipping Inc. (“Diana”) (NYSE: DSX) is a global provider of shipping
transportation services through its ownership and bareboat charter-in of dry
bulk vessels...
More information:
Access the news on Oslo Bors NewsWeb site
Fonte
Diana Shipping Inc
Fornecedor
Oslo Børs Newspoint
Company Name
Diana Shipping Inc. 24/29 8,75% USD C
ISIN
NO0013265835
Mercado
Euronext Oslo Børs