Semiramis Paliou
Not independent
Tenure on this board
New nominee
18 nominees · 3 ballot items.
Election of Diana’s director nominees; passage of Diana’s proposal to repeal Genco by-laws not publicly disclosed on or prior to August 28, 2025; and a proposal directing the Genco board to conduct a process to explore strategic alternatives.
Elect Diana Shipping Inc.'s nominated director candidates (including Jens Ismar and Paul Cornell) to Genco’s board at the 2026 Annual Meeting as part of Diana’s proxy solicitation.
A shareholder proposal by Diana requesting that shareholders vote to repeal Genco by-laws that were not publicly disclosed by Genco on or prior to August 28, 2025.
This shareholder proposal asks Genco shareholders to repeal any company by-laws that were not publicly disclosed by August 28, 2025. Diana frames this as a governance and transparency measure in the context of its ongoing unsolicited acquisition campaign and proxy solicitation: by eliminating undisclosed by-laws, shareholders would be better able to assess whether structural provisions entrench the incumbent board or restrict shareholder choice. The proposal is tactical—intended to reduce procedural or charter-based obstacles that might block or delay a potential transaction, such as staggered provisions, transfer restrictions, or special voting rules that were not publicly known. Management’s formal counter-argument is not included in the materials provided; however, boards in similar contexts typically argue that by-laws set for orderly governance and that wholesale repeal may create unintended instability or legal uncertainty. Company-specific context strengthens the proposal’s significance: Diana has made multiple increasing offers, including a revised offer valuing Genco at $27.34 per share (comprised of cash plus Diana stock), is Genco’s largest shareholder at ~14.4%, and is simultaneously soliciting proxies to elect nominees and pursue strategic alternatives, which suggests the repeal request is directly aimed at removing potential procedural barriers to a transaction. The proposal also ties into conditions of Diana’s tender offer (e.g., rights plan and affiliate transaction approvals) that are within Genco’s board control, increasing the practical stakes of any undisclosed by-laws. For investors evaluating the merits, the proposal should be assessed against the specific by-laws at issue (not provided here), the potential for entrenchment benefits versus governance stability, and the strategic context of an active acquisition and proxy contest. In the absence of a detailed board opposition statement in the filing, shareholders must weigh Diana’s stated premium and offer certainty against the uncertainty and potential conflict inherent in a controlling shareholder seeking to change governance rules while pursuing an acquisition.
A shareholder proposal by Diana requesting that Genco’s board of directors undertake a process to explore strategic alternatives, including potential sale or other transactions, for the company.
This proposal asks shareholders to instruct the Genco board to initiate and conduct a formal process to explore strategic alternatives for the company, which could include soliciting acquisition proposals, evaluating a sale, merger, or other transactions, or otherwise assessing options to maximize shareholder value. The request arises in the context of an active takeover campaign: Diana has launched a tender offer, increased its cash offer multiple times, and on June 17, 2026 submitted a revised proposal valuing Genco at $27.34 per share (cash plus Diana stock), while also soliciting proxies to elect board nominees. Diana’s core argument is that, given historically high drybulk asset values and the meaningful premium in its offer relative to recent prices and NAV, shareholders should have assurance that the board has considered all strategic options and that the market has been tested. Management’s counter-argument is not included in the materials provided; in analogous situations boards often argue that they are already fulfilling fiduciary duties, that an unsolicited process could disrupt operations or that unilateral directives from a controlling shareholder could be self-interested. Company-specific context matters: several of the conditions to Diana’s offer (such as termination of the shareholder rights plan, board approval under affiliate transaction provisions, and entry into a definitive merger agreement) are within the board’s control, so a board-led strategic review could materially affect the likelihood and timing of a transaction. For analysts, evaluating this proposal requires weighing the credibility of Diana’s financing and offer (Diana states $1.433 billion of committed financing and a 14.4% stake in Genco), potential conflicts of interest, and the comparative likelihood that an independent board-led process would surface superior value for all shareholders versus the risks of a rushed or conflicted process.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.59% | 2,438,085 | $60M |
| 2 | AMERICAN CENTURY COMPANIES INC | 4.09% | 1,781,880 | $44M |
| 3 | BlackRock, Inc. | 4.04% | 1,761,815 | $44M |
| 4 | BlackRock, Inc. | 3.46% | 1,505,955 | $37M |
| 5 | Townsend Associates, Inc | 2.90% | 1,265,912 | $32M |
| 6 | TWO SIGMA INVESTMENTS, LP | 2.61% | 1,138,225 | $28M |
| 7 | STATE STREET CORP | 2.53% | 1,102,192 | $27M |
| 8 | Focus Partners Wealth | 2.34% | 1,021,661 | $25M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.05% | 895,538 | $22M |
| 10 | Qube Research Technologies Ltd | 1.47% | 641,940 | $16M |
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