Genco Shipping & Trading (GNK) Proxy filing summary

Executive summary

• The Board unanimously rejected Diana Shipping's revised $24.80 per share tender offer, citing undervaluation and lack of a control premium compared to Genco's NAV estimates of $26.66 (mean) and $27.10 (median) as of June 1, 2026.

• Genco's Board remains open to further discussions if Diana submits an offer that fully reflects asset value and includes a control premium.

• Genco has executed a Comprehensive Value Strategy, delivering strong returns, consistent dividends, and significant capital returns to shareholders.

• Diana's ongoing proxy contest seeks to replace the entire Board with its nominees, which Genco argues poses significant risks to shareholder value.

• Shareholders are urged to vote for the reelection of Genco's six directors and against Diana's proposals.

Voting matters and shareholder proposals

• Shareholders are encouraged to vote "FOR" the reelection of Genco's six directors and "WITHHOLD" on Diana's nominees.

• The Board recommends voting "AGAINST" Diana's shareholder proposals.

• Voting can be done online, by phone, or by mail using the WHITE proxy card.

Board of directors and corporate governance

• Genco's Board is described as diverse, independent, and highly experienced, with half of the directors being female.

• The Board includes John C. Wobensmith (Chairman/CEO), Kathleen C. Haines (Lead Independent Director), and four other directors with extensive industry and leadership experience.

• Genco is recognized for strong governance practices and has no related-party transactions.