Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, mailed a communication to shareholders urging them to vote FOR ALL of Genco’s highly qualified directors on the WHITE proxy card and WITHHOLD on both of Diana Shipping Inc.’s (“Diana”) handpicked nominees.
Genco issued the following statement:
Genco’s Annual Meeting is fast approaching, and to protect your investment, we encourage shareholders to vote the WHITE proxy card TODAY.
Genco’s Board of Directors consists of highly engaged, experienced leaders who are proven stewards of capital and deeply committed to driving shareholder value. Our directors bring extensive expertise across relevant areas to our business, including shipping, fleet and technical management, commercial operations, drybulk commodities, capital allocation, financial reporting and M&A. Our Board has been successfully executing our Comprehensive Value Strategy, which has delivered large and growing dividends and superior value for shareholders.
Leading advisory firms — ISS, Glass Lewis and Egan-Jones — have all determined that our Board is best positioned to lead the Company forward and drive continued value creation. The proxy advisory firms also concluded that change is not warranted at Genco and Diana’s offer is not in the best interests of Genco shareholders.
Diana is pursuing a single, self-serving objective — to take control of Genco on the cheap. To that end, Diana nominated handpicked directors but refused our request to interview their nominees. After all three proxy advisory firms recommended Genco shareholders vote for Genco’s highly qualified director candidates over Diana’s candidates, Diana withdrew four of its nominees in a desperate attempt to resurrect its campaign.
Diana is continuing to pursue the election of two directors that have inextricable ties to its agenda and are not fit to serve on the Genco Board:
• Diana’s nominee, Jens Ismar, has a record of shareholder value destruction in the shipping industry, leading Western Bulk into bankruptcy while serving as its Chief Executive Officer.
• Diana’s other nominee, Paul Cornell, is not independent from Diana and has professional and personal ties to two of its directors — including serving as business partners in a previous drybulk venture. He also received a withhold recommendation from ISS1 when he briefly served for just one year on a U.S.-listed board of directors.2
Diana’s nominees pose significant risks to Genco shareholders’ investment and potential to realize upside in a strengthening drybulk market. Given their track records and ties to Diana, Mr. Ismar and Mr. Cornell could attempt to impose value-destructive actions similar to what has occurred at Diana and their other companies on Genco shareholders.
We urge shareholders to vote the WHITE proxy card “FOR” the reelection of Genco’s six highly qualified directors and “WITHHOLD” on all of Diana’s nominees.
We strongly recommend Genco shareholders vote “FOR” the continuation of our shareholder rights plan. Without the protection of a rights plan, Diana has a path to a creeping takeover that would put Genco shareholders’ investments at risk.
The Board also recommends that Genco shareholders reject Diana’s inadequate $24.80 tender offer by not tendering their shares.