Diana Shipping Inc. Calls on Genco Shipping & Trading to Stop Delaying 2026 Annual Meeting

Rhea-AI Summary

News Market Reaction – DSX

-0.41%

-0.41% Session close to close

In the Apr 24 session, DSX declined 0.41%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement centers on Diana Shipping’s campaign to prompt Genco to set its 2026 Annual Meetin...

Analysis

This announcement centers on Diana Shipping’s campaign to prompt Genco to set its 2026 Annual Meeting and record date, tying into the broader all-cash acquisition proposal and governance dispute. It follows earlier communications to Genco shareholders and routine filings like the 2025 Form 20-F and charter extensions expected to add about US$8.71 million in revenue. Investors may watch for further proxy materials, meeting dates, and any change in Genco’s stance toward Diana’s proposal.

Key Figures

Genco stake: 14.8% of outstanding shares Potential record dates: 3 dates reserved Offer timing: 5 months +1 more

4 metrics

Genco stake 14.8% of outstanding shares Diana ownership in Genco common stock

Potential record dates 3 dates reserved April 4, April 28 and May 18, 2026 for Genco meeting

Offer timing 5 months Time since Diana offered to acquire Genco

Poison pill trigger 10% Lowered trigger level on Genco shareholder rights plan

Historical Context

5 past events · Latest: Apr 22 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 22	Annual meeting notice	Neutral	-2.4%	Announced virtual 2026 Annual Meeting date and record date for DSX shareholders.
Apr 13	Genco shareholder letter	Neutral	+4.1%	Open letter to Genco shareholders related to Diana’s pursuit of an acquisition.
Mar 23	Charter extension	Neutral	+3.9%	Extended m/v Myrto charter at US$16,650/day, adding about US$8.71M revenue.
Mar 20	Genco bid comment	Neutral	-5.7%	Commented on Genco’s rejection of increased all-cash acquisition offer with partner.
Mar 16	Annual report filing	Neutral	+1.1%	Filed 2025 Form 20-F with audited financial statements available to investors.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent DSX news spans governance around meetings, its Genco bid, and fleet/compliance updates, with generally modest single-digit price reactions of mixed direction.

Recent Company History

Over the last few months, Diana Shipping has reported routine corporate and strategic developments. It set its own 2026 Annual Meeting for May 28, 2026 with a record date of April 20, 2026. The company continued its Genco campaign via letters and commentary on a rejected acquisition offer, and extended the m/v Myrto charter, expected to add about US$8.71 million in gross revenue. It also filed its 2025 Form 20-F. Today’s governance-focused dispute with Genco fits into this ongoing control and strategy narrative.

Key Terms

preliminary proxy statement, record date, annual meeting, proxy machinery, +4 more

8 terms

preliminary proxy statement regulatory

"Today, Genco filed its preliminary proxy statement — yet still has not announced"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

record date regulatory

"yet still has not announced an Annual Meeting date or set a record date."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

annual meeting regulatory

"to immediately announce the date of its 2026 Annual Meeting at which shareholders"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

View in glossary

proxy machinery regulatory

"reserving multiple record dates without setting one, is an attempt by the Genco Board to manipulate the proxy machinery."

Proxy machinery is the set of people, rules and tools that run shareholder voting when owners cannot attend a meeting in person — including how proxy votes are requested, collected, counted and reported. It matters to investors because these mechanics determine whose votes carry weight on board elections, mergers and policy changes, much like the ballot box and election officials decide outcomes in a community vote. Clear, trusted proxy processes protect investor influence and the fairness of corporate decisions.

all-cash offer financial

"Fully Financed, All-Cash Offer Delivering Certain, Premium Value at Cyclically"

An all-cash offer is a proposal to buy a company using only cash rather than stock or other securities, like buying a house outright instead of taking a mortgage or trading part of its value. For investors this matters because cash deals typically provide faster, more certain payment and remove the risk of buyer financing or share dilution, often affecting takeover odds and the target’s stock price reaction.

poison pill financial

"It has unilaterally adopted a poison pill (and later lowered the trigger to 10%)"

A poison pill is a defensive tactic a company’s board adopts to make an unwanted takeover much more costly or difficult, typically by allowing existing shareholders (but not the bidder) to buy additional shares or triggering dilution once a single buyer crosses a ownership threshold. For investors, it matters because it can protect a company’s long‑term plans and raise the price a bidder must pay, but it can also block or delay takeovers that might deliver a premium to shareholders.

retention plan financial

"adopted a so-called retention plan without disclosing to shareholders the full"

A retention plan is a company program—often using cash bonuses, extra paid time, stock awards, or special contract terms—designed to keep key employees or customers from leaving for a set period. For investors, it matters because such plans help preserve institutional knowledge and steady operations, supporting future revenue and execution; however they can raise near-term costs or dilute existing shareholders, so the plan’s size and terms are important signals.

proxy statement regulatory

"In addition, Genco’s proxy statement intentionally does not disclose the amount"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Preliminary Proxy Statement Filed Today Conspicuously Omits Annual Meeting Date; Does Not Set Record Date After Reserving Three Separate Dates 

Board is Entrenching Itself by Manipulating Annual Meeting Process to Avoid Giving Shareholders a Voice in Their Company’s Future

Genco Continues Campaign of Misinformation Regarding Diana to Distract from the Fully Financed, All-Cash Offer Delivering Certain, Premium Value at Cyclically High Asset Values Available Now

ATHENS, Greece, April 24, 2026 (GLOBE NEWSWIRE) -- Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that owns approximately 14.8% of the outstanding shares of common stock of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), today called on the Genco Board of Directors (the “Genco Board”) to immediately announce the date of its 2026 Annual Meeting at which shareholders will have the opportunity to vote on important matters related to the future of their company.

Today, Genco filed its preliminary proxy statement — yet still has not announced an Annual Meeting date or set a record date. In fact, Genco has reserved, and communicated to brokers, three separate potential record dates for the Annual Meeting – April 4, April 28 and May 18, 2026 – but has not set one. In addition to confusing brokers and potential voters, reserving multiple record dates without setting one, is an attempt by the Genco Board to manipulate the proxy machinery. Diana intends to respond to the numerous inaccurate and misleading statements contained in Genco's preliminary proxy statement in due course.

By not setting an Annual Meeting date, the Genco Board is entrenching itself at a time when it is important for shareholders to have a voice in the future of their company, including the opportunity to vote on Diana’s highly qualified nominees for election to the Genco Board of Directors.

In addition, Genco’s proxy statement intentionally does not disclose the amount of shareholder money it has spent on denying shareholders the opportunity to realize the value of Diana’s proposal to acquire Genco.

Semiramis Paliou, Diana’s Chief Executive Officer, commented:

"Filing a proxy statement without announcing a meeting date or a record date is not a clerical error, it is a strategy. The Genco Board is systematically manipulating every tool available to further entrench itself by delaying the moment when shareholders get to have their say in Genco’s future. Each day without a meeting date is another day that Genco shareholders are denied the opportunity to elect directors who will ensure every strategic alternative to deliver shareholder value is fully and fairly considered.

“This Board has refused to take a single meeting or call in the five months since we offered to acquire Genco and deliver attractive value to shareholders. It has unilaterally adopted a poison pill (and later lowered the trigger to 10%), adopted a so-called retention plan without disclosing to shareholders the full potential cost of the plan. It has engaged in an extensive misinformation campaign to distract shareholders. Now it is manipulating its annual meeting calendar because it knows what the outcome could be. Shareholders deserve a board that does not play games, and we intend to make sure they get the chance to have a voice in the future of their company."

Diana calls on the Genco Board to immediately announce the date of the 2026 Annual Meeting of Shareholders and the associated record date. It is time to stop using procedural tactics to disenfranchise the very shareholders the Board claims to serve.

About Diana Shipping Inc.

Diana Shipping Inc. (NYSE: DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. The Company’s vessels are employed primarily on short to medium-term time charters and transport a range of dry bulk cargoes, including such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.

Cautionary Statement Regarding Forward-Looking Statements

Matters discussed in this press release and other statements made by the Company may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations, objectives, goals, future events, performance or strategies and other statements of the Company and its management team, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. These forward-looking statements relate to, among other things, the Company’s proposal to acquire Genco and the anticipated benefits of such a transaction, and the Company’s ability to finance such transaction. Forward looking statements can be identified by words such as “believe,” “will,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release and in other statements made by the Company are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, Company management’s examination of historical operating trends, data contained in the Company’s records, Genco’s public filings and disclosures and data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

The forward-looking statements in this press release are based on current expectations, assumptions, and estimates, and are subject to numerous risks and uncertainties. These include, without limitation, risks relating to: (i) the possibility that the proposed transaction may not proceed; (ii) the ability to obtain regulatory or shareholder approvals, if required; (iii) the risk that Genco’s Board of Directors or management may continue to oppose the proposal or not respond to further attempted engagement by Diana; (iv) failure to realize anticipated benefits of the transaction; (v) changes in the financial or operating performance of the Company or Genco; and (vi) general economic, market, and industry conditions. These and other risks are described in documents filed by the Company with, or furnished by the Company to, the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC. The Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Important Additional Information and Where to Find It

The Company and the other Participants (as defined below) have filed a preliminary proxy statement and accompanying GOLD universal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of Diana’s director nominees to the board of directors of Genco at Genco’s 2026 Annual Meeting, the passage of Diana’s proposal to repeal, at Genco’s 2026 Annual Meeting, by-laws of Genco not publicly disclosed by Genco on or prior to August 28, 2025 and a proposal that the board of directors of Genco conduct a process to explore strategic alternatives (such preliminary proxy statement and the accompanying universal GOLD proxy card are available here).

Promptly after the filing of a definitive proxy statement with the SEC, Diana expects to mail or otherwise send the Participants’ definitive proxy statement and accompanying universal GOLD proxy card to each Genco shareholder entitled to vote at the 2026 Annual Meeting. Shareholders of Genco are strongly advised to read the Participants’ proxy statement and other proxy materials, including the accompanying GOLD proxy card, as they become available because they will contain important information. The Participants’ proxy statement and other proxy materials, when filed, will be available at no charge on the SEC’s website at www.sec.gov.

Certain Information Regarding Participants in the Solicitation

The participants in the proxy solicitation (the “Participants”) are the Company; Semiramis Paliou, Director and Chief Executive Officer of the Company; Simeon Palios, Director and Chairman of the Company; Ioannis G. Zafirakis, Director and President of the Company; Maria Dede, Co-Chief Financial Officer and Treasurer of the Company; Margarita Veniou, Chief Corporate Development, Governance & Communications Officer and Secretary of the Company; Evangelos Sfakiotakis, Chief Technical Investment Officer of the Company; Maria-Christina Tsemani, Chief People and Culture Officer of the Company; Anastasios Margaronis, Director of the Company; Kyriacos Riris, Director of the Company; Apostolos Kontoyannis, Director of the Company; Eleftherios Papatrifon, Director of the Company; Simon Frank Peter Morecroft, Director of the Company; and Jane Sih Ho Chao, Director of the Company along with Diana’s nominees, Jens Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao Sih Hing Francois, and Vicky Poziopoulou.

As of the date hereof, the Company is the beneficial owner of 6,413,151, representing approximately 14.8% of the outstanding shares of common stock of Genco. As of the date hereof, none of Semiramis Paliou, Simeon Palios, Ioannis G. Zafirakis, Maria Dede, Margarita Veniou, Evangelos Sfakiotakis, Maria-Christina Tsemani, Anastasios Margaronis, Kyriacos Riris, Apostolos Kontoyannis, Eleftherios Papatrifon, Simon Frank Peter Morecroft, Jane Sih Ho Chao, Jens Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao Sih Hing Francois, Vicky Poziopoulou beneficially owns any Genco common stock. On March 6, 2026, the Company submitted a revised proposal to acquire all of the outstanding shares of Genco common stock it did not own for $23.50 per share in cash.

Corporate Contact:
Margarita Veniou
Chief Corporate Development, Governance &
Communications Officer and Board Secretary
Telephone: + 30-210-9470-100
Email: mveniou@dianashippinginc.com
Website: www.dianashippinginc.com
X: @Dianaship

Investor Relations Contact:
Nicolas Bornozis / Daniela Guerrero
Capital Link, Inc.
230 Park Avenue, Suite 1540
New York, N.Y. 10169
Tel.: (212) 661-7566
Email: diana@capitallink.com

Media Contact:
Mark Semer / Grace Cartwright
Gasthalter & Co.
Tel: (212) 257-4170
DianaShipping@gasthalter.com