Diana Shipping Inc. Urges Genco Shipping & Trading Shareholders
to Vote for Jens Ismar and Paul Cornell to The Board,
and Vote Against Genco’s Poison Pill and Equity Incentive Plan
Ahead of Annual Meeting on June 18
Significant Investor Support Emerging to Defeat Proposals to Ratify Genco’s Poison Pill and Equity Incentive Plan — Both of Which ISS Has Recommended Shareholders Vote Against
Diana Urges Genco Shareholders to Vote the GOLD Universal Proxy Card “FOR” Jens Ismar and Paul Cornell, Who Will Bring Fresh Perspectives to the Genco Board, “WITHHOLD” on Basil G. Mavroleon and Arthur L. Regan, and “AGAINST” Ratifying Genco’s Poison Pill and Equity Incentive Plan
Diana encourages all Genco shareholders to vote the GOLD universal proxy card:
• AGAINST Genco’s equity incentive plan (Proposal 3): Institutional Shareholder Services (“ISS”) has recommended shareholders vote AGAINST Genco’s equity incentive plan, finding the cost excessive and citing concerns about plan features and grant practices. The proposed amendment would authorize an additional 1.673 million shares, diluting current shareholders by approximately 3.8%, and includes an expansive change-in-control definition that could trigger accelerated vesting of equity awards and impose additional costs on Genco shareholders. Shareholders have expressed meaningful opposition to this proposal, and Diana believes a vote against adoption of the incentive plan sends an important message that the Genco Board’s compensation practices — including paying out excessive incentive awards despite reporting a net loss in 2025 — are not acceptable.
• AGAINST ratification of Genco’s poison pill (Proposal 5): ISS has also recommended shareholders vote AGAINST the poison pill, finding that its proposed extension raises concern about the Genco Board’s use of it as a long-term entrenchment mechanism. The Genco Board adopted the overly aggressive poison pill without shareholder approval and is now asking shareholders to approve a three-year extension. The Genco Board does not really care how shareholders vote on the poison pill – they have elected to make this an advisory vote, meaning that even if shareholders vote against the pill, they can ignore the result entirely, and amend or extend the poison pill unilaterally. Shareholders should be aware that ISS found that the poison pill “does not provide a reasonable means for redemption…if another party attempts to acquire Genco” and that the poison pill may “discourage potential acquirors from making a qualified offer” for Genco. Shareholders should ask themselves whether they are willing to accept the Genco Board’s entrenchment for the next three years.
Diana believes there is significant investor support to defeat both of these critical proposals, and urges all shareholders who have not yet voted to make their voices heard.
*Diana has neither sought nor obtained consent from ISS to use previously published information in this press release.
Diana also urges shareholders to vote WITHHOLD on Basil G. Mavroleon and Arthur L. Regan. Mr. Mavroleon has served on the Genco Board for more than 20 years and — as chair of the Compensation Committee — increased executive compensation in 2025 despite Genco reporting a net loss, moved the goalposts when management missed its own performance targets, and approved a new enhanced severance plan for executives following Diana’s offer. Mr. Regan was Genco’s Executive Chairman from 2016 to 2021 and now chairs the Nominating and Corporate Governance Committee — the very committee responsible for evaluating Diana’s nominees and recommending the Genco Board’s response to Diana’s proposals. Notably, ISS recommended a WITHHOLD vote on Mr. Regan at last year’s annual meeting, and nearly 31% of shareholders voted against his reelection. The Genco Board took no meaningful action in response.
Diana believes Genco shareholders deserve a Board that will act to serve their interests — and that Jens Ismar and Paul Cornell are exactly the kind of independent, experienced voices needed to bring fresh perspectives into the boardroom and ensure all strategic opportunities are properly evaluated on behalf of all shareholders.
VOTE GOLD TODAY.
Shareholders who have already voted on the previously circulated GOLD card for Mr. Ismar and Mr. Cornell do not need to take any additional action — votes for Ismar and Cornell will be counted. Shareholders who have voted the WHITE card can change their vote by signing, dating and returning the GOLD universal proxy card. Only the latest-dated proxy will count. Please act as soon as possible —the Annual Meeting is on June 18, 2026.
Diana also reminds shareholders that its $24.80 per share all-cash tender offer remains live. Shareholders who have not yet tendered their shares are encouraged to do so prior to the tender offer’s expiration at 5:00 p.m., New York City time, on June 26, 2026, unless further extended. The proxy vote and the tender offer are independent of each other — shareholders can and should act on both.
For additional information about Diana’s nominees, its case for change, and other materials related to its proxy campaign, please visit www.CashforGenco.com.
For assistance voting or tendering shares, contact Diana’s proxy solicitor and information agent, Okapi Partners LLC, toll-free at (855) 305-0857 or by email at info@okapipartners.com.
About Diana Shipping Inc.
Diana Shipping Inc. (“Diana”) (NYSE: DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels…
