Genco Shipping & Trading Ltd

1. 1

   Election of the six Diana Nominees

   ManagementBoard: FOR

   Elect Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou and Quentin Soanes to Genco’s board for one-year terms.

2. 2

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: AGAINST

   Non-binding advisory vote to approve the compensation of Genco’s named executive officers as disclosed in the Company Proxy Statement.

3. 3

   Approval of Amendment to 2015 Equity Incentive Plan (Incentive Plan Proposal

   ManagementBoard: AGAINST

   Approve an increase of 1,673,000 shares to Genco’s 2015 Equity Incentive Plan share pool (from 4,750,000 to 6,423,000 shares).

4. 4

   Ratification of Appointment of Deloitte & Touche LLP as Auditors

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the company’s independent auditor for fiscal year ending December 31, 2026.

5. 5

   Ratification and Extension of Shareholder Rights Agreement (Poison Pill

   ManagementBoard: AGAINST

   Ratify Genco’s Shareholder Rights Agreement and extend its expiration date until September 30, 2029.

6. 6

   By-Law Repeal Proposal

   ManagementBoard: FOR

   Approve repeal of any provision or amendment to the By-Laws adopted by the Board without shareholder approval after August 28, 2025.

   More detail

   This management proposal asks shareholders to repeal any provisions or amendments to Genco’s By-Laws that the Board adopted without shareholder approval after August 28, 2025. Diana argues such unilateral Board amendments could be used to manipulate corporate machinery, disenfranchise shareholders, or impede the effectiveness of Diana’s nominations and proposals; the proposal therefore seeks to nullify any post-August 28, 2025 amendments to ensure shareholder intent prevails. The Diana Parties recommend a FOR vote to protect shareholder rights and prevent opportunistic by-law changes that could frustrate a contested solicitation or acquisition. The required vote is a supermajority (66-2/3%) of outstanding shares, reflecting the significant governance change implied. If adopted, the remedy is broad — it would repeal any unapproved by-law amendments in effect as of the resolution — but the Diana Parties acknowledge they are not aware of specific amendments targeted. Given the contested context and Diana’s stake and acquisition proposal, the measure is defensive for the insurgent slate; a newly configured Board could still propose lawful by-law changes thereafter. Investors should weigh the governance benefit of invalidating unapproved board actions against the potential for uncertainty about which specific provisions would be repealed and legal challenge risk.

7. 7

   Strategic Review Proposal

   ManagementBoard: FOR

   Non-binding shareholder resolution requesting the Board, with a nationally recognized financial advisor, to promptly conduct a process to explore strategic alternatives to maximize shareholder value and disclose the results.

   More detail

   This management proposal seeks a non-binding shareholder endorsement for the Board to pursue a strategic review aimed at maximizing shareholder value, including sale or combination alternatives, and to disclose the outcomes. Diana is pressing this resolution because the Board has rejected Diana’s acquisition proposals and adopted governance measures (the poison pill) without shareholder approval; the proposal is designed to pressure the Board to take a transparent, advisor-led review that could lead to transactions such as Diana’s revised $23.50 per share offer. The proposal requests the Board engage an established financial advisor and promptly undertake the review following the annual meeting, and demands disclosure of the results to shareholders, increasing transparency. As a non-binding resolution, the Board would not be legally compelled to act but the shareholder vote would publicly signal investor sentiment. The Diana Parties recommend a FOR vote to create leverage for strategic engagement; investors should consider whether the company’s governance and independence allow the Board to meaningfully follow through and whether the non-binding nature limits enforceability.

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When is the Genco Shipping & Trading Ltd 2026 annual meeting?

Genco Shipping & Trading Ltd (GNK) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Genco Shipping & Trading Ltd 2026 meeting?

The record date for the Genco Shipping & Trading Ltd 2026 meeting is Tuesday, April 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Genco Shipping & Trading Ltd's 2026 meeting?

The board is presenting 6 director nominees at the Genco Shipping & Trading Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Genco Shipping & Trading Ltd 2026 meeting?

Shareholders will vote on 7 proposals at the Genco Shipping & Trading Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.