{"url_path":"/sec/gnk/proxy/2026-05-08/000114036126019641","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1326200/0001140361-26-019641-index.html","accession_number":"0001140361-26-019641","cik":"0001326200","ticker":"GNK","issuer_name":"GENCO SHIPPING & TRADING LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1326200/0001140361-26-019641-index.html","primary_entity_key":"0001326200","primary_entity_name":"GENCO SHIPPING & TRADING LTD"},"word_count":1535,"has_tables":false,"body_markdown":"DEFA14A\n1\nef20072774_defa14a.htm\nDEFA14A\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\n(Rule 14a-101)\n\nINFORMATION REQUIRED IN PROXY STATEMENT\n\nSCHEDULE 14A INFORMATION\n\nProxy Statement pursuant to Section 14(a) of the\n\nSecurities Exchange Act of 1934\n\nFiled by the Registrant ☒\n\nFiled by a Party other than the Registrant ☐\n\nCheck the appropriate box:\n\n☐            Preliminary Proxy Statement\n\n☐            Confidential, for Use\nof the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☐            Definitive Proxy Statement\n\n☒            Definitive Additional Materials\n\n☐            Soliciting Material\nunder § 240.14a-12\n\nGENCO SHIPPING & TRADING LIMITED\n\n(Name of Registrant as Specified in Its Charter)\n\n------------------------------------------------------------\n\n(Name of Person(s) Filing Proxy Statement, if other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒            No fee required\n\n☐            Fee paid previously with preliminary materials.\n\n☐            Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1)\nand 0-11\n\nOn May 7, 2026, Genco Shipping & Trading Limited issued the following press release after 5:30 p.m. EDT:\n\nGenco Shipping & Trading Limited Issues Statement Regarding Diana’s Unsubstantiated Assertions\n\nNEW YORK, May 7, 2026 (GLOBE NEWSWIRE) – Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered\ndrybulk shipowner focused on the global transportation of commodities, issued the following statement:\n\nWe encourage shareholders to see Diana’s latest disclosure for what it is: more unsubstantiated falsehoods and misleading statements, designed to distract from the simple\ntruth – Diana is trying to take control of your company at a discount to Genco’s asset value, without paying a control premium and below the current trading price. The Genco Board of Directors is committed to the highest standards of corporate\ngovernance and will continue to act in the best interests of our shareholders.\n\nYou can protect your Genco investment by ignoring Diana and voting “FOR” Genco’s highly qualified Board of Directors on the WHITE proxy card today.\n\nGenco’s definitive proxy materials, as well as other shareholder resources regarding the 2026 Annual Meeting of Shareholders can be found at www.GencoDrivesSuperiorReturns.com.\n\nIf you have any questions or require any assistance with voting your shares, please call or email Genco’s proxy solicitor:\n\nMacKenzie Partners, Inc.\n\nToll Free: 800-322-2885\n\nEmail: proxy@mackenziepartners.com\n\nJefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is\nacting as special advisor to the Board of Directors.\n\nAbout Genco Shipping & Trading Limited\n\nGenco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore,\ncoal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk)\nand the medium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt.\n\n“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995\n\nThis release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words\nsuch as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial\nperformance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements\ncontained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of\nGenco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to\nset aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December\n31, 2025 and subsequent reports on Form 8-K and Form 10-Q. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our ability to pay dividends in\nany period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after\nits review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary.\n\nImportant Information for Investors and Shareholders\n\nThis release does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company will file a solicitation/recommendation statement on Schedule 14D-9 with the\nU.S. Securities and Exchange Commission (the “SEC”). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY\nENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN\nIMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the\nSEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter\nAllen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.\n\nImportant Additional Information and Where to Find It\n\nOn May 7, 2026, the Company filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents\nwith the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO\nREAD THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR\nENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or\nsupplements to the proxy statement, and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials”\nsection of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\nCertain Information Regarding Participants in the Solicitation\n\nThe Company, its independent directors (Paramita Das; Kathleen C. Haines; Basil G. Mavroleon; Karin Y. Orsel; and Arthur L. Regan) and certain of its executive officers (John C. Wobensmith,\nChairman of the Board, Chief Executive Officer and President; Peter Allen, Chief Financial Officer; Joseph Adamo, Chief Accounting Officer; and Jesper Christensen, Chief Commercial Officer) and other employees are deemed “participants” (as defined\nin Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2026 Annual Meeting of Shareholders. Information regarding\nthe names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company, by security holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Compensation\nDiscussion and Analysis,” “Summary Compensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s definitive proxy statement on Schedule 14A in connection with the 2026 Annual Meeting of Shareholders,\nfiled with the SEC on May 7, 2026. Such filings will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\nAny subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise,\nwill be set forth in other materials to be filed with the SEC in connection with the 2026 Annual Meeting of Shareholders, if and when they become available. These documents will be available free of charge as described above.\n\nInvestor Contact\n\nPeter Allen\n\nChief Financial Officer\n\nGenco Shipping & Trading Limited\n\n(646) 443-8550\n\nMedia Contact\n\nLeon Berman\n\nIGB Group\n\n(212) 477-8438\n\nlberman@igbir.com"}