Shareholders Back Genco Board in Critical Vote Rejecting Diana’s Candidates
The shareholders of Genco Shipping & Trading backed the board today, June 18, during voting at the annual meeting, rejecting the nominees and proposals coming from suitor Diana Shipping. While the vote was not specific to the merger proposal, it empowers Genco’s board and raises further questions if Diana will continue its pursuit to create one of the largest drybulk operators.
While the final numbers have not been filed with the Securities Exchange Commission, Genco reported in a statement after the meeting that shareholders have overwhelmingly voted to re-elect all six of Genco’s director nominees, reject two proposed by Diana. Based on the preliminary results provided by Genco’s proxy solicitor, on average, nearly 90 percent of shares other than those held by Diana Shipping were voted for each of the company’s directors. Diana’s last reported share position in Genco was over 6.26 million shares, or just under the 15 percent level established to invoke Genco’s shareholder rights plan.
The company reports that all of its motions carried, including approval of Genco’s equity incentive plan and ratification of its shareholder rights agreement (poison pill). Shareholders voted against Diana’s proposals.
Genco’s board said in its statement, “This is an exciting and important time for Genco. The actions we have taken to grow our premium earning assets, reduce debt, lower breakeven levels, and increase our earnings and dividend capacity are paying off.”
Diana’s increase proposal, which was presented yesterday, however, still stands at $24.80 cash plus one share of Diana. After news of today’s vote, Diana’s share price was off about three percent to $2.10, giving the tender offer an indicated value of $26.90 per share.
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There has not been a statement from Diana’s management after the news of the shareholder vote. Genco’s board reiterated “in furtherance of its fiduciary duties” that it would be reviewing the offer. Diana’s management had previously said that if it lost the vote, it would have to review its actions.
Diana has been pursuing the merger since it first made its offer public in November 2025. It has increased the value of the offer three times, and each was rejected by Diana’s board as not giving shareholders the net asset value (NAV) of the company plus a control premium. Diana emphasized yesterday that the shareholder vote was not a voteo n the takeover proposal but a decision on who leads the company.