US-listed dry bulk owner Genco Shipping & Trading has moved to reassure shareholders over its controversial shareholder rights plan, pledging to limit its use and seek investor approval for any future extension as its proxy fight with Greece’s Diana Shipping enters its final stretch, according to Splash247.
Poison Pill Commitments
The board of John Wobensmith-led Genco outlined a series of commitments tied to the rights plan, commonly referred to as a poison pill, which was introduced last year after Diana rapidly accumulated a stake that made it the company’s largest shareholder. The company announced it would:
- Allow the rights agreement to expire no later than one year after any extension approved at the upcoming annual meeting.
- Seek shareholder approval before adopting any future rights plan lasting longer than a year.
- Include a qualifying offer provision in any future rights agreement, allowing shareholders to evaluate credible takeover proposals under defined circumstances.
- Consider any acquisition proposal in good faith, including offers from Diana or other parties.
| Commitment | Detail |
|---|---|
| Expiration timeline | Rights plan expires ≤1 year after any approved extension |
| Future plan approval | Shareholder vote required for any plan longer than one year |
| Qualifying offer provision | Shareholders can assess credible bids |
| Good-faith review | Board will consider all acquisition proposals |
Takeover Battle Escalation
The latest exchange marks another chapter in a takeover battle that began in late 2025 when Diana built a significant stake in Genco before launching an unsolicited cash offer of $20.60 per share. That offer has been subsequently raised twice and now stands at $24.80 per share. Genco rejected the bid, arguing it undervalued the company and failed to reflect the value of its fleet, balance sheet and future earnings potential.
The move came hours after Diana renewed its campaign ahead of Genco’s June 18 annual meeting, urging shareholders to elect its two remaining board nominees, Jens Ismar and Paul Cornell, and vote against both Genco’s shareholder rights agreement and its proposed equity incentive plan.
Proxy Fight and Board Representation
Diana originally nominated a slate of six director candidates, but scaled back to just Ismar and Cornell after major proxy advisory firms ISS, Glass Lewis and Egan-Jones recommended shareholders support Genco’s board candidates. In its latest appeal, Diana argued that adding the two nominees would improve board independence and accountability while helping ensure shareholders receive full value in the event of a future sale process.
Genco countered that its board remains committed to evaluating strategic opportunities while maintaining what it described as a disciplined approach to capital allocation and shareholder returns.
Next Milestone
The outcome of next week’s shareholder meeting is expected to determine whether Diana maintains its pursuit of Genco or reassesses its position following the vote.
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