Genco Shipping & Trading Ltd 8-K, filed Aug 28, 2025
Genco Shipping & Trading Ltd (GNK)
8-K
2025-08-28
For: 2025-08-25
View Original
Added on
April 12, 2026
About this 8-K
Genco Shipping & Trading Ltd filed this 8-K on August 28, 2025, reporting on events of August 25, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2025 (August 25, 2025 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission file number)
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(I.R.S. employer identification no.)
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Registrant’s telephone number, including area code: (646 )
443-8550
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 25, 2025, James G. Dolphin, the Chairman of the Board of Genco Shipping & Trading Limited (the “Company”), indicated to the Company his intention to resign
from the Board of Directors (the “Board”) of the Company. On August 26, 2025, Mr. Dolphin resigned from the Board, effective on such date. The decision is not the result of any disagreement on Genco’s strategy, operations, policies or practices.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 26, 2025, in connection with the appointment of a Lead Independent Director as described below under Item 8.01, Other Events, the Board adopted a Fifth Amendment
to the Amended and Restated By-laws of the Company. The amendment provides that the Lead Independent Director has the power to call a special meeting of the Board.
The foregoing description is a summary of the amendment to the By-Laws. Such amendment is filed as Exhibit 3.1 hereto and is incorporated into this Item 5.03 by reference.
| Item 8.01. |
Other Events.
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As part of its ongoing succession planning process, Chief Executive Officer John C. Wobensmith has been appointed to the additional role of Chairman of the Board, and
Kathleen C. Haines has been appointed as Lead Independent Director under a newly adopted Lead Independent Director Charter to support the Board’s continued independent oversight. A copy
of the Lead Independent Director Charter is available on the Governance Documents page of the Governance section of the Company’s website under “Investors” at www.gencoshipping.com.
Additionally, in conjunction with Mr. Dolphin’s resignation, the Board appointed director Arthur L. Regan as Chairman of the Nominating and Corporate Governance Committee
and director Basil G. Mavroleon as a member of the Audit Committee. All of the appointments described in this Item 8.01 were effective on August 26, 2025.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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3.1
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Fifth Amendment to Amended and Restated By-Laws, dated August 26, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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GENCO SHIPPING & TRADING LIMITED
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DATE:
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August 28, 2025 | |
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/s/ Peter Allen
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Peter Allen
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Fifth Amendment to Amended and Restated By-Laws, dated August 26, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Exhibit 3.1
FIFTH AMENDMENT TO
AMENDED AND RESTATED BY-LAWS OF
GENCO SHIPPING & TRADING LIMITED
AS ADOPTED AUGUST 26, 2025
The Amended and Restated By-Laws of Genco Shipping & Trading Limited, a Marshall Islands corporation, are hereby amended as
follows:
Section 7 of Article III of the By-Laws is hereby replaced in its entirety with the following:
Section 7 Special Meeting: Special meetings of the Board may, unless otherwise prescribed by law, be called from time to time by the Chairman, the Lead Independent Director, the President, or any officer of the Corporation who
is also a Director. The President or the Secretary shall call a special meeting of the board upon written request directed to either of them by any two (2) Directors stating the time, place and purpose of such special meeting. Special meetings of
the board shall be held on a date and at such time and at such place as may be designated in the notice thereof by the officer calling the meeting.