Genco Shipping & Trading Limited (NYSE: GNK) (“Genco” or the
“Company”), the largest U.S. headquartered drybulk shipowner
focused on the global transportation of commodities, today
announced that it has filed its preliminary proxy materials with
the Securities and Exchange Commission (“SEC”) in connection with
its upcoming Annual Meeting of Shareholders.
In its preliminary proxy statement, the Genco Board of Directors
recommends that shareholders vote for the re-election of the seven
nominees currently serving on the Board – James G. Dolphin,
Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y.
Orsel, Arthur L. Regan and John C. Wobensmith – at the 2024 Annual
Meeting. With the re-election of all seven directors, Genco’s Board
will comprise seven highly qualified individuals, all of whom bring
a well-balanced skillset and significant experience in areas
relevant to our business, including shipping, fleet management,
commercial and technical management, as well as capital allocation
management, financial reporting and M&A. In regards to the
Board’s recommendation, Genco issued the following statement:
The Genco Board and management team
are committed to maintaining strong corporate governance while
creating long-term value for all shareholders. Our focus on
enhancing our industry-leading governance practices is showcased by
the recent addition of Paramita Das, a respected global business
leader with vast experience in commodities markets, to Genco’s
Board.
Furthermore, due to prudent and
well-executed initiatives overseen by our Board in recent years,
Genco is attractively positioned to advance its differentiated
approach to capital allocation to drive value through drybulk
shipping market cycles. We remain focused on delivering on the
three pillars of our Comprehensive Value Strategy, including
continuing to pay compelling quarterly dividends, reducing the
Company’s financial risks through deleveraging and maximizing the
Company’s ability to pursue accretive growth opportunities.
As previously disclosed, George Economou, through his entity GK
Investor, LLC, has nominated two directors for election to the
Board. He also submitted a proposal to repeal certain provisions
of, or amendments to, Genco’s By-Laws adopted after March 28, 2023.
Genco has not adopted any By-Laws provisions or amendments after
March 28, 2023 and currently has no intentions to do so. Following
engagement with Mr. Economou and a thorough evaluation of his
nominees, the Board unanimously rejected the proposed nominations
and determined that including them would neither be additive to our
already strong, focused and experienced Board nor in the best
interests of the Company or its shareholders. In its preliminary
proxy materials, the Board also recommends that shareholders vote
against Mr. Economou’s proposal because it could repeal a future
amendment that the Board determines to be in Genco’s and its
shareholders’ best interests, which may be in response to future
events not yet known.
Genco’s preliminary proxy materials can be
found here as well as on the Company’s website at
https://www.gencoshipping.com/. The Company’s definitive proxy
materials will be mailed to all shareholders eligible to vote at
the 2024 Annual Meeting. Shareholders may receive materials, in the
mail or otherwise, from GK Investor. The Genco Board recommends
that shareholders discard any proxy materials from GK Investor and
vote using the WHITE proxy card they will receive
as part of the definitive proxy materials that will be delivered by
the Company.
Jefferies LLC is acting as financial advisor to Genco, and
Kramer Levin Naftalis & Frankel LLP is serving as legal
counsel.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited is a U.S. based drybulk
ship owning company focused on the seaborne transportation of
commodities globally. We provide a full-service logistics solution
to our customers utilizing our in-house commercial operating
platform, as we transport key cargoes such as iron ore, 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 Capesize
(major bulk) and the medium-sized Ultramax and Supramax vessels
(minor bulk) enabling us to carry a wide range of cargoes. We make
capital expenditures from time to time in connection with vessel
acquisitions. As of April 3, 2024, Genco Shipping & Trading
Limited’s fleet consists of 17 Capesize, 15 Ultramax and 12
Supramax vessels with an aggregate capacity of approximately
4,659,000 dwt and an average age of 11.8 years.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
This letter contains certain forward-looking statements pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements use words such
as “expect,” “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
performance. These forward-looking statements are based on
management’s current expectations and observations. For a
discussion of factors that could cause results to differ, please
see the Company's filings with the Securities and Exchange
Commission, including, without limitation, the Company’s Annual
Report on form 10-K for the year ended December 31, 2023, and the
Company's reports on Form 10-Q and Form 8-K subsequently filed with
the SEC. 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.
Important Additional Information Regarding Proxy
Solicitation
Genco intends to file a definitive proxy statement and
associated WHITE proxy card with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies for Genco’s 2024 Annual Meeting of Shareholders (the “Proxy
Statement”). Genco, its directors and certain of its executive
officers will be participants in the solicitation of proxies from
shareholders in respect of the 2024 Annual Meeting of Shareholders,
including John C. Wobensmith (Chief Executive Officer and
President), Peter Allen (Chief Financial Officer), Joseph Adamo
(Chief Accounting Officer), Jesper Christensen (Chief Commercial
Officer), and Genco’s directors other than Mr. Wobensmith, namely
James G. Dolphin, Paramita Das, Kathleen C. Haines, Basil G.
Mavroleon, Karin Y. Orsel, and Arthur L. Regan. Investors and
security holders may obtain more detailed information regarding the
Company’s directors and executive officers, including a description
of their direct or indirect interests, by security holdings or
otherwise, under the captions “Management,” “Executive
Compensation,” and “Security Ownership of Certain Beneficial Owners
and Management” in Genco's preliminary proxy statement for its 2024
Annual Meeting of Shareholders, filed with the SEC on April 3, 2024
(the “Preliminary Proxy Statement”), which is available here. To
the extent holdings of such participants in Genco’s securities
changed since the amounts described in the Preliminary Proxy
Statement, such changes will be reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC. These documents are available free of
charge as described below.
Details concerning the nominees of Genco’s Board of Directors
for election at the 2024 Annual Meeting of Shareholders are
included in the Preliminary Proxy Statement. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE PRELIMINARY PROXY STATEMENT, THE COMPANY’S
DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND
ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders
will be able to obtain a copy of the Preliminary Proxy Statement,
the Company’s definitive Proxy Statement and other relevant
documents filed by Genco free of charge from the SEC’s website,
www.sec.gov. Genco’s shareholders are able to obtain, without
charge, a copy of the foregoing documents and any amendments or
supplements to such documents by directing a request by mail to
Genco Shipping & Trading Limited, 299 Park Avenue, 12th Floor,
New York, NY 10171 or from the Investors section of Genco’s website
at www.gencoshipping.com.
MEDIA/INVESTOR CONTACT:
Peter AllenChief Financial OfficerGenco Shipping & Trading
Limited(646) 443-8550
Aaron Palash / Carleigh Roesler / Jenna Shinderman Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
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