Genco Shipping & Trading (GNK) Proxy filing summary

Executive summary

• Diana Shipping has made a revised unsolicited tender offer to acquire all outstanding shares at $24.80 per share in cash, which is under review by the board.

• Previous offers from Diana at $20.60 and $23.50 per share were unanimously rejected by the board.

• Shareholders are advised not to take action until the board issues a formal recommendation via an amended Schedule 14D-9 filing.

• Forward-looking statements highlight uncertainty regarding the consummation of any transaction and the board's discretion over dividends and future operations.

Voting matters and shareholder proposals

• Shareholders are encouraged to vote the WHITE proxy card “FOR” the board’s nominees, “WITHHOLD” on Diana’s nominees, and “AGAINST” Diana’s shareholder proposals.

• The definitive proxy statement and WHITE proxy card are available for the 2026 Annual Meeting of Shareholders.

Board of directors and corporate governance

• The board is consulting with financial and legal advisors to evaluate the revised tender offer.

• Jefferies LLC is acting as financial advisor, with Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP as legal counsel, and Morgan Stanley & Co. LLC as special advisor.

• Directors and certain executive officers are deemed participants in the proxy solicitation for the 2026 Annual Meeting.

• Information on director and executive officer interests is disclosed in the proxy statement.