Genco Shipping & Trading Limited (NYSE: GNK) is urging shareholders to vote against director nominees put forward by Diana Shipping Inc. and to reject Diana's $24.80-per-share tender offer, which Genco's board says undervalues the company.

The proxy contest centers on Genco's 2026 Annual Meeting of Shareholders. Genco's board is recommending shareholders vote to reelect its six director nominees and withhold votes from the two nominees selected by Diana Shipping.

Three proxy advisory firms — ISS, Glass Lewis, and Egan-Jones — have each recommended shareholders vote for Genco's board nominees and withhold on Diana's nominees. Glass Lewis and Egan-Jones also recommended shareholders vote for Genco's Shareholder Rights Agreement.

Genco's board states that Diana's $24.80 tender offer is below the company's net asset value and does not include a control premium. The board is advising shareholders not to tender their shares.

Regarding Diana's two nominees, Genco's board raised concerns about Jens Ismar, citing his tenure as CEO of Western Bulk, which entered bankruptcy. The board also identified Paul Cornell as having professional and personal ties to Diana directors, including a prior drybulk business partnership.

Genco additionally alleged that Diana improperly disclosed a stock acquisition, noting that the purchase price and share volume listed in Diana's filing exceeded publicly reported figures for the relevant trading day. Genco also alleged that Diana sold Genco shares in May 2026 during a period of rising asset values.

According to the press release, Genco has paid $7.16 per share in dividends and reported total shareholder returns of 210% since April 19, 2021, when the company announced its Comprehensive Value Strategy. Genco operates a fleet of 43 vessels with aggregate capacity of approximately 4,935,000 deadweight tons.

Jefferies LLC is serving as financial advisor to Genco, with Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP as legal counsel. Morgan Stanley & Co. LLC is acting as special advisor to the board.