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With the shareholder meeting for Genco Shipping & Trading now less than a week away, both Genco and rival Diana Shipping are fine-tuning their approach to shareholders. After Diana became the largest shareholder of Genco and then launched its merger proposals in November 2025, the pivotal shareholder vote is on June 18, which will likely decide the fate of Diana's approach to Genco.
Genco, in a statement on Thursday, confirmed that over the past several weeks, members of Genco's Board of Directors and management have met extensively with Genco's shareholders. They reported sharing their views regarding the company, its prospects for future growth and value creation, and the upcoming annual meeting.
Based on its conversations, and undoubtedly feedback from advisors as well as negative opinions for the independent shareholder advisory services, Genco signaled it would backtrack from its shareholder rights agreement, which the advisory service ISS (Institutional Shareholder Services) deemed as overly aggressive. Genco issued a series of "commitments" to its shareholders, including to regularly review the "poison pill," shorten it to a 12-month term instead of the three years proposed by the resolution, and a promise that if it was in effect, to resubmit it to shareholders at the 2027 shareholder meeting.
Diana had latched onto the comments from ISS and the other advisory firms, seeking to fine-tune its own position. While the firms, including ISS and Egan-Jones, sided with Genco in their recommendations, Diana asserted that ISS's comments on the poison pill were "meaningful validation of the concerns we have raised throughout this campaign."
Genco maintained its position that Diana's campaign is to "take over Genco on the cheap." It reiterated the board's position that it was "willing to meet with Diana if and when it submitted an offer that adequately compensates the shareholders" and provided a premium to NAV. At the same time, the board said it was open to "review any offer from any party" that could provide what it perceives as a full value for the investors and a control premium.
Diana continues to say that Genco's board has moved the goal on the valuation. It asserts the board is seeking premiums that are not consistent with the industry's track record.
Faced with the independent recommendations backing the re-election of Genco's board, Diana, at the beginning of the week, said it was focusing on the proxy contest. It withdrew four of its nominees and focused on two, Jens Ismar and Paul Cornell, both of whom have extensive backgrounds in the dry bulk sector. Diana said, regardless of the outcome of the merger, these two individuals would provide a badly needed "fresh perspective" for Genco's board. It said it is convinced that change is needed on the board.
Diana also admitted in writing that its $24.50 per share cash offer is "inextricably linked" to the outcome of the Genco shareholder meeting next Thursday. It said, "If they are not elected, Diana will have no choice but to reassess the continuation of the offer."
Shareholder voting is already underway via proxies, although nothing is final until the meeting is completed on June 18. There could be a few more surprises in the coming days, or even at the meeting, but the outcome of one of the most hotly contested merger battles in the shipping industry is headed to a critical decision point that will determine the future course.
Fuente: Maritime Executive
