Genco Shipping & Trading Ltd DEFA14A, filed Mar 30, 2026
Genco Shipping & Trading Ltd (GNK)
DEFA14A
2026-03-30
View Original
Added on
October 21, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement
|
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
| ☐ |
Definitive Proxy Statement
|
| ☐ |
Definitive Additional Materials
|
| ☒ |
Soliciting Material under § 240.14a-12
|
GENCO SHIPPING & TRADING LIMITED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ |
No fee required
|
| ☐ |
Fee paid previously with preliminary materials.
|
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
|
Genco Shipping & Trading Sends Letter to Shareholders
Comprehensive Value Strategy Delivering Strong Results and Returns for Shareholders
Diana Shipping’s Proposal Substantially Undervalues Genco and Fails to Provide Appropriate Premium to Shareholders for Control of the Company
Replacing the Board with Diana Shipping’s Nominees Puts Shareholders’ Investment and Value at Risk
Genco Shareholders Do Not Need to Take Any Action at This Time
NEW YORK, March 30, 2026 (GLOBE NEWSWIRE) -- Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S.-headquartered drybulk shipowner focused on the global transportation of commodities, today sent a letter to
Genco shareholders highlighting the steps the Board and leadership team are taking to drive sustainable, long-term shareholder value.
Highlights from the letter include:
| • |
Genco continues to deliver on its value strategy, which includes generating substantial returns for shareholders, expanding its earnings power with investments in high quality modern vessels and fortifying its balance sheet.
|
| • |
Genco has delivered total shareholder returns (TSR) of 213% over the past five years, more than double the S&P 500 TSR of 75% and more than five times Diana’s meager TSR of 37% over the same period.1
|
| • |
Genco’s Board regularly evaluates opportunities to maximize shareholder value. After reviewing Diana’s indicative proposal, the Board determined it did not reflect the underlying value of Genco and failed to provide shareholders with an
appropriate premium for control of the Company.
|
| • |
The proxy fight Diana launched is a vote on whether to surrender control of Genco to Diana’s handpicked nominees, who could potentially negotiate a transaction at meaningfully less attractive terms than the latest proposal or take
commercial actions that are unfavorable to Genco’s shareholders.
|
Genco will provide information about its 2026 Annual Meeting of Shareholders in its proxy materials, which will be filed in due course. The Board recommends that shareholders disregard any proxy materials they may receive from Diana ahead of the
Annual Meeting.
The full text of the letter follows:
Dear Fellow Shareholders,
1 Represents total shareholder returns as of the closing price on March 27, 2026 for the past five years as per Factset.
2
We are writing to update you on the strategic actions our Board of Directors and leadership team are taking to create and maximize value for all Genco shareholders.
In addition, we are providing context around the attempt of Diana Shipping Inc. (Diana) to take control of your Company through its inadequate acquisition proposal and proxy fight to replace our entire board with its
handpicked directors.
We will be providing detailed information about our Annual Meeting and the actions you can take to protect your Genco investment in our proxy materials, which will be filed and mailed to shareholders in due course. We
recommend you ignore or discard any proxy materials you may see or receive from Diana, one of our drybulk shipping competitors.
Shareholders do not need to take any action at this time.
Successfully Executing Our Comprehensive Value Strategy
Over the past five years, the Genco team has been laser focused on executing our comprehensive value strategy to deliver strong returns for all shareholders. Our strategy centered around three core objectives:
| 1. |
Transforming Genco into a low-leverage, high-dividend company;
|
| 2. |
Maintaining significant flexibility to grow our fleet; and
|
| 3. |
Paying a sizable quarterly dividend through drybulk cycles based on our established dividend formula.
|
We are proud of our success across each of these goals since initiating the strategy in April 2021. Notably, we have:
| • |
Provided substantial returns to shareholders by distributing $292 million in dividends or approximately $7 per share;
|
| • |
Invested in our fleet to further expand our earnings power and dividend capacity by deploying $492 million into high-quality modern vessels; and
|
| • |
Fortified our balance sheet to strengthen our ability to pay dividends throughout various freight rate environments, reducing debt by $250 million prior to the recent redeployment of capital for
fleet renewal in Q1 2026.
|
As a result, we have paid dividends for each quarter since implementing our value strategy, delivering total shareholder returns (TSR) of 213% over the past five years, more than double the S&P 500 TSR of 75% and
more than five times Diana’s TSR of 37% over the same period. 2 As we continue executing our value strategy, Genco is well positioned to drive value through drybulk shipping cycles.
Delivering Strong Results and Returns for Shareholders
Our business has never been stronger. We ended the fourth quarter of 2025 with multi-year highs across EBITDA, TCE and a $0.50 dividend, which was our highest dividend since the
fourth quarter of 2022 and our 26th consecutive quarterly dividend. Based on our firm fixtures to date, positive drybulk market dynamics and the execution of our strategy, we expect to continue delivering
value for our shareholders with a higher dividend in Q1 2026 versus Q1 2025 during what tends to be a seasonally softer period.
Over the last year, we continued to invest in the growth of our premium earning assets in sectors with compelling supply and demand fundamentals. As a result, we have increased our
operating leverage and earnings power for the benefit of all shareholders. We have also further strengthened our balance sheet, positioning us to pursue additional accretive growth opportunities and continue
delivering sizeable dividends, even amid today’s uncertain global market.
2 Represents total shareholder returns as of the closing price on March 27, 2026 for the past five years as per Factset.
3
Maintaining Strong Corporate Governance Standards
Against this backdrop of strong performance, our highly experienced and qualified Board and management team remain committed to maintaining the highest standards of corporate governance.
Genco continues to lead the drybulk industry in a number of ways:
| • |
We are the largest U.S.-headquartered drybulk shipping company and the only listed drybulk shipping company with no related party transactions;
|
| • |
We have a diverse and independent Board of Directors, half of whom are women, with extensive expertise across relevant business areas, including shipping, commodities, fleet and technical management, commercial operations, capital
allocation, financial reporting and M&A; and
|
| • |
We have been consistently ranked in the top quartile on corporate governance practices among public shipping companies by Webber Research.
|
Our Board is Committed to Maximizing Shareholder Value
As we mentioned, Diana is looking to take control of Genco. As part of these efforts, they have made an indicative proposal to acquire Genco for $23.50 per share. Our Board regularly evaluates opportunities to maximize
shareholder value. Consistent with its fiduciary duties, our Board reviewed the proposal in consultation with external advisors and rejected it.
Simply put, the Diana offer is too low. It does not capture the underlying value of Genco and fails to provide shareholders with an appropriate premium for control of Genco.
Specifically, the proposal fails to appropriately compensate Genco shareholders for the hard work and strategic vision that have resulted in the Company’s superior returns, premium earning assets, leading commercial operating platform, advantageous
spot-focused commercial strategy and sizeable operating leverage in a strengthening drybulk market. We believe our shareholders should benefit from the work done to get us here, which we expect will continue to deliver strong returns going forward.
We have sought to engage constructively with Diana on alternative transaction structures that would serve the best interests of all Genco shareholders. We have also made it clear to Diana that we are open to engaging
with them in good faith, if they can provide an offer that appropriately values Genco and adequately rewards all shareholders.
Diana has refused to engage on that basis. Instead, it launched a proxy contest aimed at replacing the entire Genco Board, we believe in an effort to advance its inadequate proposal or some other self-serving
transaction.
Replacing the Board with Diana’s Nominees Puts Your Investment and Value at Serious Risk
To be clear, the proxy contest is not a vote on whether to approve or reject Diana’s $23.50 acquisition proposal. It is a vote on whether to give Diana’s nominees control of the Company.
The choice is stark. You are deciding between Genco’s highly qualified Board, which has a proven track record of delivering value to you, and Diana’s handpicked slate of directors. Diana’s history includes related-party
transactions favoring insiders3 and poor total shareholder returns. As shown below, Genco’s Board and leadership team have generated far superior total shareholder returns than Diana.4
3 Based on Diana’s Form 20-F, filed with the Securities Exchange Commission on March 13, 2026, Item 7.B Major Shareholders and Related Party Transactions, at pps. 93-94 (www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276226000030/dsx-20251231.htm#a55253).
4 Represents the total shareholder returns of GNK and DSX as of the closing price on March 27, 2026, for the past 1-, 3- and 5-year periods as per Factset.
4
|
TSR
|
GNK
|
DSX
|
|||
|
1-year
|
79%
|
49%
|
|||
|
3-year
|
75%
|
(23)%
|
|||
|
5-year
|
213%
|
37%
|
It is critical to understand the risk: If Diana’s nominees gain control of Genco’s Board, they could approve a transaction at a price below the latest proposal or take commercial
actions that are unfavorable to Genco’s shareholders. They could also decide to change our low leverage high dividend model, reducing shareholder returns. We strongly believe Genco’s current Board is best positioned
to guide the Company forward and maximize value.
Positioned to Generate Superior Value in 2026 and Beyond
We are executing a disciplined and deliberate plan that is delivering strong operational results and shareholder returns. We are confident in our continued ability to generate
superior value for our shareholders in 2026 and beyond.
Our Board is open-minded and will continue to take actions that are in the best interest of all Genco shareholders. Thank you for your ongoing support.
Sincerely,
|
John C. Wobensmith
|
Kathleen C. Haines
|
|
Chairman of the Board and
|
Lead Independent Director
|
|
Chief Executive Officer
|
Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore
among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax vessels (minor
bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 45 vessels with an average age of 12.8 years and an aggregate capacity of approximately 5,044,000 dwt.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on
our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s
plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits
of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; and (v) other
factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q. We do
not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information,
5
future events or otherwise. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final
determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by
factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary.
Important Additional Information and Where to Find It
The Company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the proxy
statement, and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor
relations website at https://investors.gencoshipping.com/.
Certain Information Regarding Participants in the Solicitation
The Company, its independent directors (Paramita Das; Kathleen C. Haines; Basil G. Mavroleon; Karin Y. Orsel; and Arthur L. Regan) and certain of its executive officers (John C. Wobensmith, Chairman of the Board, Chief Executive Officer and
President; Peter Allen, Chief Financial Officer; Joseph Adamo, Chief Accounting Officer; and Jesper Christensen, Chief Commercial Officer) and other employees are deemed “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as
amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2026 Annual Meeting of Shareholders. Information regarding the names of the Company’s directors and executive
officers and certain other individuals and their respective interests in the Company, by security holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Summary Compensation
Table,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s Proxy Statement on Schedule 14A in connection with the 2025 Annual Meeting of Shareholders, filed with the SEC on April 9, 2025 (available here). Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Statements of
Change in Ownership on Form 4 filed with the SEC on May 22, 2025, June 3, 2025, August 26, 2025, November 26, 2025, and March 20, 2026 for Ms. Das (available here, here, here, here, and here); on May 22, 2025, June 3, 2025, August 26, 2025, November 12, 2025, November 26, 2025, and March 20, 2026 for Ms. Haines (available here, here, here, here, here, and here); May 22, 2025, June 3, 2025,
August 26, 2025, November 26, 2025, and March 20, 2026 for Mr. Mavroleon (available here, here, here, here, and here); May 22, 2025, June 3, 2025,
August 26, 2025, November 26, 2025, and March 20, 2026 for Ms. Orsel (available here, here, here, here, and here); on May 22, 2025, June 3,
2025, August 26, 2025, November 26, 2025, and March 20, 2026 for Mr. Regan (available here, here, here, here, and here); on September 10, 2025,
September 15, 2025, February 18, 2026, and February 23, 2026 for Mr. Wobensmith (available here, here, here, and here); on February 18, 2026, and February 23, 2026 for Mr. Allen (available here and here); on February 18, 2026, and
February 23, 2026 for Mr. Adamo (available here and here); and on September 10, 2025, February 18, 2026, and February 23, 2026 for Mr. Christensen (available here, here, and here). Such filings will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor
relations website at https://investors.gencoshipping.com/.
Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s proxy statement on
Schedule 14A and other materials to be filed with the SEC in connection with the 2026 Annual Meeting of Shareholders, if and when they become available. These documents will be available free of charge as described above.
6
Investor Contact
Peter Allen
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8550
Media Contact
Leon Berman
IGB Group
(212) 477-8438
lberman@igbir.com
7