Diana Shipping slams Genco's "poison pill" ahead of crucial proxy vote
- Diana Shipping openly criticized Genco Shipping & Trading's board for maintaining its "poison pill" shareholder rights plan despite a negative recommendation from proxy advisory firm ISS.
- Diana is urging Genco shareholders to reject the poison pill, vote down Genco's equity incentive plan, and elect Diana's independent nominees at the upcoming June 18, 2026, annual meeting.
- The public push is designed to clear obstacles for Diana's active, fully financed, $24.80 per share all-cash tender offer to acquire Genco.
Diana Shipping (NYSE:DSX), the largest shareholder of Genco Shipping & Trading (NYSE:GNK), launched a direct offensive against Genco's board of directors, accusing them of corporate entrenchment and attempting to manipulate shareholder democracy.
The dispute centers on Genco’s defensive "poison pill" mechanism, which is up for a ratification vote at Genco's annual meeting on June 18, 2026.
Following a recommendation from Institutional Shareholder Services (ISS) advising shareholders to vote against the pill, Genco's board introduced minor amendments rather than rescinding the measure.
Diana dismissed these adjustments as "meaningless, last-minute qualifications."
Diana highlighted restrictive elements in Genco's qualifying offer clause, citing ISS analysis that the clause requires an acquisition offer to exceed Genco's highest market price over the past 24 months.
Furthermore, any brief spike in Genco's stock price above an offer price could automatically disqualify a bid, making a hostile or unsolicited takeover exceptionally difficult to execute.
To break the boardroom deadlock, Diana is soliciting votes on an updated GOLD universal proxy card to replace Genco directors Basil G. Mavroleon and Arthur L. Regan with independent drybulk executives Jens Ismar and Paul Cornell.
Parallel to the proxy contest, Diana’s all-cash tender offer of $24.80 per share remains open to Genco shareholders until its scheduled expiration at 5:00 p.m. New York City time on June 26, 2026.
Following the announcement, Genco Shipping & Trading shares traded at $21.50.
