Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, issued the following communication with important facts shareholders should know to protect their Genco investment.
KNOW THE FACTS: Vote the WHITE Proxy Card
Diana Shipping Inc. (“Diana”) has made numerous false, misleading and unsubstantiated claims as part of its hostile campaign to take over Genco on the cheap. Do NOT be fooled. Diana is making these statements to distract from the simple truth: Diana is trying to take control of your company without paying full and fair value for doing so.
Genco shareholders should have the facts about our highly qualified Board of Directors, our commitment to strong governance and our Comprehensive Value Strategy, which is driving strong returns and creating shareholder value. Shareholders also need to understand the facts about Diana and the risks of putting their unfit handpicked nominees on the Genco Board.
Here are just some of the many examples of Diana’s myths from their most recent disclosure and the facts that you should know.
About the value of Diana’s inadequate acquisition proposals
| Myths | Facts |
| Diana’s $23.50 per share March 2026 proposal represents approximately 1.0x net asset value (NAV). | Diana’s March 2026 Proposal has always been below the underlying value of our assets (our NAV).Genco’s mean sell-side analyst NAV estimate was $25.00 at the time Genco’s Board evaluated it. As of May 12, 2026, the mean sell-side NAV estimate is $26.54 and the current median estimate is $26.80.We are in a period of rising asset values across the industry, and sell-side analysts continue to raise their estimates of Genco’s NAV. |
| Diana’s March 2026 Proposal represents a compelling premium to Genco’s undisturbed share price in November. | Diana’s “premium” is based on an arbitrary share price from months before their $23.50 proposal and is irrelevant.The increase in our share price since November has tracked market dynamics, including rising freight rates and asset prices, and we believe it also reflects the success of our Comprehensive Value Strategy.Diana’s March 2026 Proposal represented only a 1% “premium” to Genco’s closing price the day prior to the offer and is lower than where Genco’s shares have traded for weeks.Diana is a direct competitor and knows very well that asset values have risen, but they continue to reference stale prices and values as part of their takeover agenda. |
About Genco’s attempts to engage with Diana
| Myths | Facts |
| Genco’s Board has refused to engage with Diana. | We have attempted to engage with Diana starting with our initial outreach to Diana in 2024, including regarding alternative transaction structures that would create value for both companies’ shareholders.We have been clear: we are open to engaging constructively with Diana if they provide an offer that appropriately values Genco and adequately rewards all shareholders.Diana’s $23.50 per share proposal simply does not meet that standard. Diana has shown no willingness to pay a fair price. |
About Genco’s shareholder rights plan and credit agreement
| Myths | Facts |
| Genco ’s rights plan is harmful to shareholders. | Genco’s Board adopted a limited-duration shareholder rights plan after considerable deliberation and out of necessity in direct response to Diana’s rapid accumulation of Genco stock, which was potentially improperly disclosed.1The rights plan is similar to those adopted by other companies and designed to:enable all Genco shareholders to realize the long-term value of their investment;prevent any shareholder – including Diana – from taking control of the Company by acquiring shares without paying full value of the assets and a control premium; andprovide the Board with sufficient time to fulfill its fiduciary duties on behalf of all shareholders.The rights plan has functioned exactly as it should from a fiduciary standpoint. No party has been able to take control without paying full value of the assets and a control premium for doing so, and our stock price has continued to rise since it was implemented, as Genco’s strategy has aligned the Company with the rising drybulk market.In accordance with its strong governance practices, the Board has put the rights plan up for a shareholder vote at the upcoming Annual Meeting and recommends shareholders vote FOR the proposal on the WHITE proxy card. |
| Genco’s credit agreement includes a “proxy put” provision designed to entrench the Board, under which an event of default may occur if a majority of the Board is replaced by directors not approved by incumbent members. | Genco’s credit agreement includes standard change of control language that is designed to protect the banks in case an acquiring company does not match the banks’ credit standards.This type of language is often included in credit agreements, including Diana’s own credit facilities. |
About Genco’s executive compensation
| Myths | Facts |
| Genco executives have received outsized pay packages as the company’s performance has declined. | Genco’s compensation program is strongly aligned with shareholders’ interests – executives do well when shareholders do well.Executives are provided performance-based restricted stock unit awards, which are tied directly to Genco’s total shareholder returns (“TSR”) relative to other drybulk peers (a group that includes both Diana and Star Bulk among several others) and return-based metrics.Genco’s TSR have outperformed the market and peers, especially Diana. Our executive compensation in recent years reflects this stock price appreciation and strong shareholder returns.Diana is cherry-picking numbers from Genco’s proxy and adding false and misleading commentary, such as Diana’s description of our pay vs. performance disclosure.Shareholders have benefited from this alignment and consistently endorse our compensation program. Genco has received an average of more than 90% support on Say-on-Pay proposals over the past four years. |
| Genco adopted a new retention plan, principally benefiting executives. | Genco’s Board and Compensation Committee implemented this plan to ensure that employees responsible for the day-to-day execution of our strategy – not just the C-suite – remain focused in a strengthening market. Based on our continued strong financial results, Genco shareholders have benefited from this focus.Genco’s CEO, CFO and CCO would receive substantially the same amounts that they would be entitled to receive on termination following a sale of the Company and the plan has “double triggers” to protect the Company and ensure shareholder alignment, as outlined in our proxy.We value our team members and operate in an industry where there is significant competition for talent. Given Diana’s statement that the combined company would “select the best talent, drawing employees from both organizations,” the retention plan was necessary to encourage Genco employees to stay focused on our business plan and remain with the Company because of the uncertainty caused by Diana’s actions. |
| Genco’s EBITDA is in decline. | Genco generated net income of $9.3 million and adjusted EBITDA of $36 million in Q1 2026, 358% higher year-over-year.2Genco’s 2026 earnings potential is strong – full year 2026 operating cash flow is projected to be nearly $200 million, which would be an increase of more than 2x versus the 2025 level and the highest mark since 2022.3 |
About Genco’s corporate governance and our directors’ independence
| Myths | Facts |
| Genco’s Compensation Committee chair is not independent and has financial and personal ties to Genco’s CEO through mutual involvement at a merchant bank. | These assertions are flat out false. The Compensation Committee chair never had involvement with the merchant bank and had no relationship with Genco’s CEO until he was appointed to the Board.There are zero financial ties between the chair and CEO, and there never have been.The chair is independent under SEC, NYSE and ISS standards. |
| Three of Genco directors do not own Genco common stock. | All of Genco’s directors receive annual equity grants.Their compensation was established with the advice of a third-party compensation consultant, and with best practices and proper governance top of mind.Our directors have skin in the game, and their interests are fully aligned with those of all Genco shareholders. |
| Genco has a record of “entrenchment.” | Genco is consistently ranked in the industry’s top quartile for governance practices,4 has no related-party transactions benefiting insiders, no preferred share structure with super-voting rights for insiders, maintains a majority-independent, annually elected Board, and has no nepotism in its executive ranks. Diana, on the other hand, exhibits issues with all of these. |
The biggest WHOPPERS of them all…
| Myths | Facts |
| Diana is “committed to maximizing the value of shareholders’ investment in Genco.” | Diana has refused to make a proposal that appropriately values our assets and provides our shareholders with full and fair value for their Genco investment.Instead, they have continued to reiterate an inadequate proposal that is below the market value of Genco’s assets and Genco’s current trading price.They are now nominating handpicked directors in an attempt to take over our board.Don’t be misled by their myths – their agenda is clear. |
| You should trust Diana. | There is no basis for trusting Diana.Diana’s leadership has a history of taking control without paying a control premium, related party transactions and poor strategic decisions that have enriched its insiders at the expense of other shareholders.All of these transactions have been approved by the supposedly “independent” directors of Diana’s board.Diana has destroyed value at their own company – and the risks that their handpicked nominees would bring this model to Genco are significant and real. |
| Diana’s nominees are fit to join the Genco Board, and you should vote for them | Diana’s handpicked nominees are unfit to join the Genco Board:many of them have close personal or professional ties to Diana and its leadership;a number of them have records of bankruptcy and shareholder value destruction;5 andnone of them bring additional substantive skills or experience beyond what is already well represented on the highly qualified Genco Board.If elected to the Genco Board, Diana’s handpicked nominees could take actions that do not maximize shareholder value, including:forcing Genco into a low-priced transaction;enacting the same kind of related-party transactions that have transferred value to Diana insiders; ormaking changes to Genco’s strategy or operations that destroy value. |
We urge you to rely on the facts and ignore Diana’s myths. Vote the WHITE proxy card today:
- “FOR” Genco’s nominees
- “FOR” proposals 2, 3, 4 and 5
- “WITHHOLD” on Diana’s handpicked nominees
- “AGAINST” Diana’s proposals, 6 and 7.