Shareholders Have a Critical Opportunity to Send a Strong Message to Genco's Entrenched Board
Significant Investor Support Emerging to Defeat Proposals to Ratify Genco's Poison Pill and Equity Incentive Plan -- Both of Which ISS Has Recommended Shareholders Vote Against
Diana Urges Genco Shareholders to Vote the GOLD Universal Proxy Card "FOR" Jens Ismar and Paul Cornell, Who Will Bring Fresh Perspectives to the Genco Board, "WITHHOLD" on Basil G. Mavroleon and Arthur L. Regan, and "AGAINST" Ratifying Genco's Poison Pill and Equity Incentive Plan
ATHENS, Greece, June 11, 2026 (GLOBE NEWSWIRE) -- Diana Shipping Inc. $(DSX)$ ("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 $(GNK)$ ("Genco"), today urged Genco shareholders to use the June 18 Annual Meeting of Shareholders (the "Annual Meeting") as an opportunity to send a clear and decisive message about the Genco Board of Directors' (the "Genco Board") track record of entrenchment and favoring the interests of Genco management over shareholders -- by voting FOR Diana's nominees Jens Ismar and Paul Cornell, who would bring fresh, independent perspectives to the Genco Board, and AGAINST Genco's proposals to ratify its poison pill and equity incentive plan. With significant investor support emerging against both governance proposals, Diana believes shareholders have a rare and time-sensitive opportunity to hold the Genco Board accountable.
Diana encourages all Genco shareholders to vote the GOLD universal proxy card:
-- AGAINST Genco's equity incentive plan (Proposal 3): Institutional
Shareholder Services ("ISS") has recommended shareholders vote AGAINST
Genco's equity incentive plan, finding the cost excessive and citing
concerns about plan features and grant practices. The proposed amendment
would authorize an additional 1.673 million shares, diluting current
shareholders by approximately 3.8%, and includes an expansive
change-in-control definition that could trigger accelerated vesting of
equity awards and impose additional costs on Genco shareholders.
Shareholders have expressed meaningful opposition to this proposal, and
Diana believes a vote against adoption of the incentive plan sends an
important message that the Genco Board's compensation practices --
including paying out excessive incentive awards despite reporting a net
loss in 2025 -- are not acceptable.
-- AGAINST ratification of Genco's poison pill (Proposal 5): ISS has also
recommended shareholders vote AGAINST the poison pill, finding that its
proposed extension raises concern about the Genco Board's use of it as a
long-term entrenchment mechanism. The Genco Board adopted the overly
aggressive poison pill without shareholder approval and is now asking
shareholders to approve a three-year extension. The Genco Board does not
really care how shareholders vote on the poison pill -- they have elected
to make this an advisory vote, meaning that even if shareholders vote
against the pill, they can ignore the result entirely, and amend or
extend the poison pill unilaterally. Shareholders should be aware that
ISS found that the poison pill "does not provide a reasonable means for
redemption...if another party attempts to acquire Genco" and that the
poison pill may "discourage potential acquirors from making a qualified
offer" for Genco. Shareholders should ask themselves whether they are
willing to accept the Genco Board's entrenchment for the next three
years.
Diana believes there is significant investor support to defeat both of these critical proposals, and urges all shareholders who have not yet voted to make their voices heard.
*Diana has neither sought nor obtained consent from ISS to use previously published information in this press release.
Voting FOR Jens Ismar and Paul Cornell to serve on the Genco Board is the best way to ensure that the will of shareholders is properly considered if the advisory proposal regarding the poison pill is defeated.
Mr. Ismar and Mr. Cornell are 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 consider all opportunities to create value for shareholders -- including rescinding the poison pill.
Diana also urges shareholders to vote WITHHOLD on Basil G. Mavroleon and Arthur L. Regan. Mr. Mavroleon has served on the Genco Board for more than 20 years and -- as chair of the Compensation Committee -- increased executive compensation in 2025 despite Genco reporting a net loss, moved the goalposts when management missed its own performance targets, and approved a new enhanced severance plan for executives following Diana's offer. Mr. Regan was Genco's Executive Chairman from 2016 to 2021 and now chairs the Nominating and Corporate Governance Committee -- the very committee responsible for evaluating Diana's nominees and recommending the Genco Board's response to Diana's proposals. Notably, ISS recommended a WITHHOLD vote on Mr. Regan at last year's annual meeting, and nearly 31% of shareholders voted against his reelection. The Genco Board took no meaningful action in response.
Diana believes Genco shareholders deserve a Board that will act to serve their interests -- and that Jens Ismar and Paul Cornell are exactly the kind of independent, experienced voices needed to bring fresh perspectives into the boardroom and ensure all strategic opportunities are properly evaluated on behalf of all shareholders.
DIANA'S $24.80 PER SHARE ALL CASH OFFER IS STILL ON THE TABLE.
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. Diana's vessels are employed primarily on short to medium-term time charters and transport a range of dry bulk cargoes, including such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.
About Star Bulk Carriers Corp.
Star Bulk Carriers Corp. ("Star Bulk") is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk's vessels transport major bulks, which include iron ore, minerals and grain, and minor bulks, which include bauxite, fertilizers and steel products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, New York, Stamford and Singapore.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this communication and other statements made by Diana or Star Bulk, as applicable, may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations, objectives, goals, future events, performance or strategies and other statements of Diana, Star Bulk or their respective management teams, which are other than statements of historical facts.
Diana and Star Bulk desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. These forward-looking statements relate to, among other things, Diana's proposal to acquire Genco and the anticipated benefits of such a transaction, and Diana's ability to finance such transaction. Forward looking statements can be identified by words such as "believe," "will," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.
(MORE TO FOLLOW) Dow Jones Newswires
June 11, 2026 09:20 ET (13:20 GMT)
Comments