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Genco Shipping & Trading Limited Files Definitive Proxy Materials and Mails Letter to Shareholders

Urges Shareholders to Vote “FOR” the Re-Election of Genco’s Seven Highly Qualified Nominees on the WHITE Proxy Card Today

Vote “AGAINST” George Economou’s Nominee and Shareholder Proposal

Launches VoteForGenco.com Providing Additional Information for Shareholders

NEW YORK, April 16, 2024 (GLOBE NEWSWIRE) — 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 definitive proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), scheduled to be held on May 23, 2024. Shareholders of record as of March 28, 2024, will be entitled to vote at the meeting.

In connection with the definitive proxy filing, the Company has mailed a letter to Genco shareholders recommending they vote for Genco’s seven highly qualified directors on the WHITE proxy card – James G. Dolphin, Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y. Orsel, Arthur L. Regan and John C. Wobensmith. The Company also launched VoteForGenco.com, which provides additional information and resources to shareholders about Genco’s value creation strategy, George Economou’s record of self-dealing and history of value destruction and resources to help shareholders vote at the 2024 Annual Meeting.

Highlights from the letter include:

The full text of the letter follows:

April 16, 2024

Dear Fellow Shareholders,

We are reaching out because we want your vote “FOR” Genco’s director nominees at the upcoming Annual Meeting of Shareholders.

The Genco Board and management team have established a record of leadership across our industry based on our performance and our corporate governance. Through our Comprehensive Value Strategy, we have distributed sizeable dividends to shareholders, significantly reduced our debt and grown and modernized our fleet. At the same time, we have taken important steps to uniquely position Genco to drive returns through volatile drybulk shipping market cycles.

George Economou has recently taken an approximately 5% ownership position in the Company and is pursuing the nomination of his hand-picked nominee for election to the Company’s Board. Economou has also taken similar stakes in other companies in the industry. He is a competitor seeking access to the Company’s Board room. He is known throughout the industry and investment community for his history of poor governance practices and brings with him a distinct track record of self-dealing and shareholder value destruction. At Genco, he is pursuing an agenda based on a share repurchase plan and a premium self-tender offer that would double our net leverage and limit our ability to pay future dividends. Our Board and management team thoroughly reviewed both plans and determined they are self-interested, short-sighted and not in the best interest of Genco and all its shareholders.

Every vote counts – vote “FOR” Genco’s nominees.

By voting “FOR” each of Genco’s seven nominees and voting “AGAINST” Economou’s nominee and his shareholder proposal you can enable us to continue executing on our Comprehensive Value Strategy so you can realize the upside potential of your Genco investment.

Learn more about our Comprehensive Value Strategy and how to vote at www.VoteForGenco.com.

Executing a Clear Strategy to Create Value for ALL Genco Shareholders Through Market Cycles

We are executing on the Comprehensive Value Strategy that we introduced to investors in 2021 to position Genco to drive value through drybulk cycles. The strategy’s key pillars include paying compelling quarterly dividends, deleveraging to reduce the Company’s financial risks and investing in growth opportunities.

By focusing on a low leverage, high dividend payout model, we believe we have the most flexibility and optionality to pursue accretive growth opportunities while maintaining significant returns to shareholders through volatile market cycles. That said, our Board and management team regularly evaluate our capital allocation strategy and will continue to do so going forward for the benefit of the Company and all shareholders.

We are making clear progress on our strategic priorities and are building a foundation for continued growth:

Looking ahead, we have the resources to continue these efforts, having recently closed on a $500 million revolving credit facility and by maintaining significant access to capital.

As a result, we are delivering strong results and outperforming our peers:

Building on Our Industry-Leading Corporate Governance Practices

We are proud of Genco’s leadership in transparency, governance and sustainability, representing strong capital stewardship. Our well-planned and well-executed corporate governance and sustainability initiatives have enabled us to be #1, out of 64 public shipping companies, in the annual Webber Research ESG Scorecard three years in a row.ii

Genco’s directors are highly qualified, active and engaged business leaders, all of whom bring the right balance of skills and experience in areas relevant to our business, including shipping, fleet management, commercial and technical management, drybulk commodities, capital allocation management, financial reporting and M&A.

Our directors regularly engage with our shareholders and are open-minded with respect to value-creation opportunities. We remain committed to maintaining our strong corporate governance and are taking actions that we believe will create the most value and are in the best interest of our shareholders.

Moreover, we are always looking for further improvement. Based on our Board’s continuous review of our practices and our shareholder engagement, we have taken actions to make our governance even stronger.

Our Board and management team will continue to engage with shareholders on important matters like these, as we further seek to uphold best-in-class standards when it comes to governance and sustainability.

VOTE “FOR” OUR HIGHLY QUALIFIED NOMINEES

James G. Dolphin
  • Serves as Managing Director and President of a leading shipping and offshore merchant bank, and formerly a principal of a commercial freight management and consultancy practice
Paramita Das
  • Served as Global Head of Marketing, Development and ESG, Metals and Minerals for a leading global mining group
Kathleen C. Haines
  • Served as CFO and Treasurer of a company that manages a fleet of oil tankers and brings strategic and marketing experience
Basil G. Mavroleon
  • 46 years of shipping industry experience, serving as a Managing Director at a comprehensive sale and purchase, newbuilding, marine projects and ship finance brokerage
Karin Y. Orsel
  • Shipping executive and entrepreneur with over 33 years of experience in the industry
Arthur L. Regan
  • 30-plus years of shipping experience in executive roles and managing and investing across the industry
John C. Wobensmith
  • Genco’s CEO, who brings more than 30 years of shipping industry experience and expertise in every aspect of the business including capital allocation, M&A, commercial, technical and operations


George Economou Has a Record of Self-Dealing to the Detriment of Other Investors

Genco shareholders should be particularly concerned when Economou claims to be concerned about capital allocation. His history is capital allocation mixed with conflicts of interest, self-dealing and shareholder value destruction for personal gain. This is in stark contrast to the Genco Board, which prioritizes capital allocation around driving returns for ALL shareholders.

We believe that Economou’s actions at DryShips, his last public company, are indicative of how he has conducted business throughout his career and serve as a warning to Genco shareholders. These actions were characterized by:

“The interests of our Chairman and Chief Executive Officer may be different from your interests,” DryShips stated in their public disclosures, which was highly evident in the measures taken by the company.iii

Through a series of steps, Economou took his ownership stake in DryShips from 0.01% in March 2017 to 83% of the stock less than two years later, before taking DryShips private, destroying other shareholders’ value in the process.iv

These steps included:

It is no surprise with these actions that DryShips was ranked last on the Webber Research ESG Scorecard for three years, displaying poor corporate governance.

Beyond DryShips, Economou’s record of dubious behavior and judgment has continued on a global scale. Following the February 2022 Russian invasion of Ukraine, Economou’s TMS Tankers continued transporting Russian crude, making it the second largest carrier of Russian oil, a distinction that landed Economou’s company on the Ukrainian government’s list of “international sponsors of war”.

We Encourage You to Vote “AGAINST” Economou’s Self-Dealing Agenda
and His Director Candidate

The attempts by our Board and management team to engage constructively with Economou demonstrated to us that he has an agenda and intends to treat Genco like his other investments:

Don’t be misled by Economou’s attacks on our company. We believe his intentions with Genco are no different than his actions at the many other places he has led or invested in during his career: to benefit himself first, without regard to potential harm to the Company or its other shareholders. Moreover, his director candidate is unfit for our Board. We urge you to discard any proxy materials you receive from Economou or his affiliates.

The Choice Between the Genco Board and George Economou’s Nominee is Clear

The Genco Board of Directors unanimously recommends that Genco shareholders vote “FOR” the re-election of each of Genco’s seven nominees currently serving on the Genco Board and “AGAINST” Economou’s nominee and shareholder proposal on the WHITE proxy card.

We appreciate the support of ALL Genco shareholders, as we continue to take concrete steps to deliver on our Comprehensive Value Strategy to drive long-term sustainable value.

On behalf of your Board and management team, we thank you for your continued support.

Sincerely,

James G. Dolphin
Chairman of the Board
John C. Wobensmith
Chief Executive Officer
   

Vote Today

By Phone / Online / By Signing and Returning your Proxy

Learn more at www.VoteForGenco.com

If you have any questions or require any assistance with voting your shares, please call or email Genco’s proxy solicitor:

MacKenzie Partners, Inc.
Toll Free: 800-322-2885
Email: proxy@mackenziepartners.com

 

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 16, 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.

Additional Information and Where to Find It

On April 16, 2024, Genco filed with the SEC a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”), containing a form of WHITE proxy card, with respect to its solicitation of proxies for Genco’s 2024 Annual Meeting of Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY GENCO AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Genco free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Genco are also available free of charge by accessing Genco’s website at www.gencoshipping.com.

Participants

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 Definitive Proxy Statement. To the extent holdings of such participants in Genco’s securities changed since the amounts described in the Definitive 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 above.

MEDIA/INVESTOR CONTACT:

Peter Allen
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8550

Aaron Palash / Carleigh Roesler / Jenna Shinderman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

_________________________________________________
i
Represents the total shareholder returns of Genco, the Company’s peers as listed in its proxy statement and the S&P 500 total return index, as of the closing price on April 12, 2024, for the past 1-, 3- and 5-year periods
ii Based on the Webber Research 2023, 2022 and 2021 ESG scorecard
iii https://www.globenewswire.com/en/news-release/2019/02/28/1744826/0/en/Dryships-Inc-Reports-Financial-and-Operating-results-for-the-Fourth-Quarter-of-2018.html and
https://www.sec.gov/Archives/edgar/data/1308858/000091957419002125/d8124519_20-f.htm
iv https://www.bamsec.com/filing/91957417002663/1?cik=1308858&hl=483580:483582&hl_id=ny1hvwugeg
v https://www.sec.gov/Archives/edgar/data/1308557/000091957416016880/d7348315_13d-a.htm
vi https://www.sec.gov/Archives/edgar/data/1308858/000091957417007140/d7674066_13d-a.htm and https://www.globenewswire.com/news-release/2018/02/07/1335387/0/en/DryShips-Inc-Announces-Dividend-for-the-Quarter-Ended-December-31-2017-and-Authorization-of-an-up-to-50-Million-Stock-Repurchase-Program.html and https://www.sec.gov/Archives/edgar/data/1308557/000091957418006401/d8078716_13d-a.htm and http://dryships.irwebpage.com/press/drys-101119.pdf and https://www.sec.gov/Archives/edgar/data/1308858/000091957419002125/d8124519_20-f.htm
vii https://www.sec.gov/Archives/edgar/data/1308858/000114420419043847/tv528973_exc6.htm
viii “SEC charges investment adviser and associated individuals with causing violations of Regulation SHO,” SEC press release No. 2021-156, August 17, 2021: Link.
ix https://www.businesswire.com/news/home/20130722005643/en/Sale-of-Livewire-Mobile-Business-Assets-to-OnMobile-Has-Closed and https://www.sec.gov/Archives/edgar/data/1019671/000119312519059178/d697783dex991.htm

The participants in this solicitation disclaim any responsibility for the accuracy of any of the information extracted from the filings and articles referenced above.


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