Replacing the Board with Diana’s Nominees Puts Your Investment and Value at Serious Risk
We urge Genco shareholders to vote WITHHOLD on Diana’s nominees given their close ties to Diana and the risks of what could happen if they take over the Genco Board.
The proxy contest is not a vote on whether to approve or reject Diana’s $23.50 acquisition proposal. It is a vote on whether to give Diana’s nominees control of the Company, which would put your investment and value at serious risk. You are deciding between Genco’s highly qualified Board, which has a proven track record of delivering value to you, and Diana’s handpicked slate of directors.
Our Board believes that Diana’s nominees are not fit to serve on the Genco Board. Many of the nominees have close personal or professional ties to Diana and its leadership. Certain of the candidates have records of bankruptcy and shareholder value destruction.8 In addition, the Board determined that the nominees do not bring substantive skills or experiences that are not already present on the highly qualified Genco Board.
Taken together, these concerns raise serious doubts about the ability of Diana’s nominees to oversee Genco effectively and act in the best interests of Genco shareholders.
With control of the Board, Diana’s nominees could do any of the following:
- Approve a transaction at a price below the latest proposal or at a discounted price;
- Take commercial actions that are unfavorable to Genco’s shareholders;
- Enter into related-party transactions that may funnel money from Genco and its shareholders into entities controlled by Diana insiders;
- Change our low-leverage high dividend model, threatening shareholder returns;
- Implement an ill-advised vessel chartering strategy like Diana’s that has prevented Diana from capturing the upside of the current strong market; and
- Apply the same kinds of capital allocation decisions made by Diana over the last five years that have destroyed shareholder value.9
Diana has a history of related-party transactions favoring insiders10 and poor total shareholder returns. As shown below, Genco’s Board and leadership team have generated far superior total shareholder returns than Diana.
Total Shareholder Returns11 | GNK | DSX |
|---|---|---|
| 1-year | 100% | 92% |
| 3-year | 121% | (9)% |
| 5-year | 131% | 33% |
Protecting Your Genco Investment
Genco’s Board and management team have built a strong, differentiated drybulk shipping company and are executing a disciplined strategy that has driven outperformance and superior returns.
We believe the choice is clear for shareholders to protect their Genco investment and future value. We urge shareholders to vote “FOR” Genco’s six directors – and vote ”WITHHOLD” on Diana’s nominees on the Company’s WHITE proxy card.
Don’t let Diana risk your investment by taking over Genco without paying shareholders appropriate value. Diana’s nominees introduce significant risks to Genco shareholders.
We strongly believe Genco’s current Board is best positioned to guide the Company forward and maximize value.
9. https://www.dianashippinginc.com/diana-shipping-inc-becomes-partner-in-a-commissioning-service-operation-vessels-project/?catslug=news, https://www.dianashippinginc.com/diana-shipping-inc-becomes-strategic-partner-in-two-7-500-cbm-semi-refrigerated-lpg-newbuildings/?catslug=news and https://www.dianashippinginc.com/diana-shipping-inc-announces-pro-rata-distribution-of-warrants-to-purchase-common-stock/?catslug=news.
10. Based on Diana's Form 20-F, filed with the Securities Exchange Commission on March 13, 2026, Item 7.B Major Shareholders and Related Party Transactions, at pps. 93-94 (www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276226000030/dsx-20251231.htm#a55253).
11. TSR, or total shareholder return, is defined as price return plus dividends reinvested. All values per FactSet as of May 6, 2026.
