Genco Shipping & Trading (GNK) Proxy filing summary

Executive summary

• Board and management reaffirm commitment to maximizing shareholder value amid a contested acquisition proposal from Diana Shipping.

• Over the past five years, $292 million in dividends distributed, $492 million invested in fleet renewal, and debt reduced by $250 million.

• Total shareholder return reached 247% over five years, significantly outperforming both the S&P 500 and Diana Shipping.

• Forward-looking statements highlight continued focus on earnings growth and dividend capacity in a strengthening drybulk market.

Voting matters and shareholder proposals

• Shareholders are urged to disregard proxy materials from Diana Shipping, which seeks to replace the entire board with its nominees.

• The proxy contest centers on board control, not direct approval or rejection of Diana's acquisition proposal.

• A special committee of independent directors, with external advisors, reviewed and rejected Diana's offer as inadequate.

Board of directors and corporate governance

• The board established a special committee of independent directors to evaluate Diana's proposal.

• Board and management team include named directors and executive officers actively participating in the proxy solicitation.

• Shareholders are choosing between the current board with a proven track record and Diana's handpicked nominees.