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): June 23, 2026 (June 18, 2026)
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands
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001-33393
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98-0439758
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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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299 Park Avenue
12th Floor
New York, NY
(Address of principal executive offices)
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10171
(Zip code)
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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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☐
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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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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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Common stock, par value $0.01 per share
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GNK
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New York Stock Exchange (NYSE)
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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. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On June 18, 2026, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Genco Shipping & Trading Limited (“Genco” or the “Company”), shareholders of
record as of April 28, 2026, the Record Date for the Annual Meeting, were entitled to vote 43,577,051 shares of the Company’s common stock (the “Common Stock”), each having one vote per share. A total of 33,653,726 shares of Common Stock (77.23%) of
all such shares entitled to vote at the Annual Meeting were represented at the Annual Meeting in person or by proxy.
At the Annual Meeting, the shareholders of the Company (i) elected six director nominees to hold office until the earlier of the 2027 Annual Meeting of Shareholders of
the Company or until their successors are elected and qualified or until their earlier resignation or removal, (ii) approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers, (iii) approved an
amendment to our 2015 Equity Incentive Plan to increase the number of shares of our common stock available for awards under the plan by 1,673,000 shares, (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent
certified public accountants for the fiscal year ending December 31, 2026, (v) ratified the Company’s Shareholder Rights Agreement and approved an extension to the expiration date, (vi) rejected a shareholder proposal to repeal each provision and
amendment of Genco’s By-Laws that were adopted without the approval of the Company’s shareholders subsequent to August 28, 2025, and (vii) rejected a shareholder proposal to require the Board to conduct a process to explore strategic alternatives for
the Company with the assistance of a nationally recognized financial advisor.
Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
Election of Directors
The shareholders of the Company elected each of the director nominees proposed by the Board of Directors. The voting results were as follows:
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Name of Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Paramita Das
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24,880,009
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8,496,157
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277,560
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Kathleen C. Haines
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24,740,134
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8,636,030
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277,562
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Basil G. Mavroleon
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20,801,791
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12,574,375
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277,560
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Karin Y. Orsel
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24,881,640
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8,494,525
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277,561
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Arthur L. Regan
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24,963,038
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8,413,126
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277,562
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John C. Wobensmith
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22,782,314
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10,593,851
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277,561
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Paul Cornell
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8,227,897
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25,148,269
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277,560
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Jens Ismar
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12,356,990
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21,019,177
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277,559
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Advisory Vote on Executive Compensation
The shareholders of the Company approved an advisory resolution on compensation of the Company’s named executive officers by a non-binding vote. The voting results were
as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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22,226,496
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10,874,300
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329,821
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223,109
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Amendment to 2015 Equity Incentive Plan
The shareholders of the Company approved an amendment to the 2015 Equity Incentive Plan to increase the number of shares of our common stock available for awards under
the plan by 1,673,000 shares. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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19,585,140
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13,572,570
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272,910
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223,106
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Ratification of Appointment of Independent Certified Public Accountants
The shareholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent certified public accountants for the fiscal year ended
December 31, 2026. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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33,022,816
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411,957
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218,954
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Ratification of the Company’s Shareholder Rights Agreement and Approval of an Extension to the Expiration Date
The shareholders of the Company ratified the Company’s Shareholder Rights Agreement and approved an extension to the expiration date. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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17,975,647
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15,320,517
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134,457
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223,105
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Shareholder Proposal to Repeal the Bylaws
The shareholders of the Company rejected a shareholder proposal to repeal each provision and amendment of Genco’s By-Laws that were adopted without the approval of
Genco’s shareholders subsequent to August 28, 2025. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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9,718,819
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23,468,142
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243,655
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223,110
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Shareholder Proposal to Explore Strategic Alternatives
The shareholders of the Company rejected a shareholder proposal to require the Board to conduct a process to explore strategic alternatives for the Company with the
assistance of a nationally recognized financial advisor. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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8,896,585
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24,363,822
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170,209
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223,110
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| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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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, the registrant 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: June 23, 2026
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By
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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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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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