[8-K] GENCO SHIPPING & TRADING LTD Reports Material Event

Rhea-AI Filing Summary

GENCO SHIPPING & TRADING LIMITED (GNK) filed a Current Report on Form 8-K reporting a corporate governance amendment. The report indicates an event date of August 25, 2025 (reported August 27, 2025) and lists as an exhibit a Fifth Amendment to the Amended and Restated By-Laws dated August 26, 2025. The registrant is organized in the Republic of the Marshall Islands and its common stock (GNK) trades on the New York Stock Exchange. The filing includes the cover page interactive data file and identifies Exhibit 3.1 as the by-law amendment document.

Insights

Corporate Governance Expert

TL;DR Routine governance update filed: an amendment to the company's by-laws was furnished as an exhibit to the 8-K.

The filing discloses a by-law amendment documented as Exhibit 3.1 to the Form 8-K, dated August 26, 2025, and reports the triggering event on August 25, 2025. This is a procedural corporate governance disclosure rather than a financial or operational development. The company’s jurisdiction, exchange listing, and basic registrant details are included on the cover page. The filing does not provide the text of the amendment within the provided content excerpt, nor does it describe any substantive changes to governance or operational effects.

Securities Compliance Analyst

TL;DR Disclosure submitted to satisfy Form 8-K requirements; contains an exhibit reference to a by-law amendment.

The document is a Form 8-K cover reporting the existence of a Fifth Amendment to the Amended and Restated By-Laws as Exhibit 3.1 and supplies standard registrant identification information including jurisdiction and NYSE listing. The provided content does not include the full exhibit text or describe any material consequences, limiting assessment of investor impact. Based solely on the supplied excerpt, this appears to be a routine governance filing.

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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)

GENCO SHIPPING & TRADING LIMITED

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	001-33393	98-0439758
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)

299 Park Avenue 12th Floor New York, NY		10171
(Address of principal executive offices)		(Zip code)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

	Title of each class		Trading Symbol(s)		Name of exchange on which registered
	Common stock, par value $0.01 per share		GNK		New York Stock Exchange (NYSE)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

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.

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.

(d) Exhibits

Exhibit No.	Description
3.1	Fifth Amendment to Amended and Restated By-Laws, dated August 26, 2025
104	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.

	GENCO SHIPPING & TRADING LIMITED
	DATE:	August 28, 2025

/s/ Peter Allen

Peter Allen

Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Fifth Amendment to Amended and Restated By-Laws, dated August 26, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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FAQ

What did GNK disclose in this Form 8-K?

The filing reports the inclusion of Exhibit 3.1, a Fifth Amendment to the Amended and Restated By-Laws dated August 26, 2025.

When was the event reported and what are the event dates in the filing?

The Form 8-K lists the date of the earliest event as August 25, 2025 and the report date as August 27, 2025.

On which exchange is GNK's common stock traded?

GNK common stock trades on the New York Stock Exchange under the ticker GNK.

What exhibit is attached to the 8-K?

The exhibit listed is Exhibit 3.1: Fifth Amendment to Amended and Restated By-Laws.

Does the provided content include the text of the by-law amendment?

No. The excerpt identifies the exhibit but does not include the full text or details of the amendment.