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 mailed a
letter to shareholders in connection with the Company’s 2024 Annual
Meeting of Shareholders (the “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.
Highlights from the letter, the full text of which is below,
include:
- Examples of Economou’s record at companies listed in our letter
below, which the Company believes demonstrate instances of loss of
investor value, related party transactions and poor governance. The
Company also explains how the Ukrainian government designated
Economou’s TMS Tankers as “an international sponsor of war.”
- An overview of Robert Pons’ record at the companies on which he
sat on the board which the Company believes demonstrate instances
of declining shareholder value and underperformance, poor judgment
and poor governance.
- Reinforcing that the Board and management team are focused on
executing our Comprehensive Value Strategy, which has enabled the
Company to outperform its proxy peers and the market.
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 by voting
“WITHHOLD” and “AGAINST” Economou’s shareholder
proposal on the WHITE proxy card.
The full text of the letter follows:
With our Annual Meeting just a few weeks away, we are seeking
your vote FOR Genco’s director nominees.
George Economou is looking to add his nominee Robert Pons to our
Board of Directors in furtherance of an agenda that our Board
reviewed and determined is not in the best
interest of all Genco shareholders. We believe Economou is
not a typical investor. He is a drybulk competitor
of the Company,1 and we believe he brings with him a record of
related party transactions and poor corporate governance that
benefitted him at the expense of other shareholders as detailed
below. Our Board is of the view that his nominee, Pons, brings
no relevant industry experience to our Board, and
his record is one of declining shareholder value and
underperformance as also described in this letter.
We want to make sure shareholders have the context about
Economou and his nominee so you can make a fully informed decision
in voting FOR Genco’s nominees.
We Believe Genco Shareholders Should Be
Concerned with Economou’s Record at Other
Companies
We believe that Economou’s prior actions and how he has
conducted business should serve as a warning to Genco shareholders.
Here are some examples:
- Lost bondholder value at Alpha Shipping PLC. A
month after Economou established Alpha Shipping in 1998 as the
holding company for DryTank, Economou’s first shipping company,
Alpha Shipping issued $175 million of bonds.2 Within months, the
bonds were downgraded, and the company defaulted on an $8.4 million
interest payment. In a restructuring a year later, bondholders
would receive equity in a new company in exchange for their bonds,
and Economou obtained the exclusive right to buy back Alpha
Shipping’s 26-ship fleet for $64.75 million (37% of the principal
amount of the bonds) which would be returned to the new company’s
investors. Industry sources said Economou could sell the fleet at a
profit.3
- Taking control of DryShips without paying other
investors a control premium. Economou took his ownership
stake in DryShips from 0.01% in March 2017 to 83% of the stock less
than two years later through large-scale, highly dilutive equity
offerings and related party transactions that resulted in a
complete washout of shareholder value and gave control of DryShips
to Economou without other shareholders receiving any control
premium.4
- Related party transactions. As outlined below,
on multiple occasions, DryShips sold vessels to Economou-controlled
entities, in one case using the proceeds to pay down debt it had
taken on from another Economou-controlled entity.5 Examples
of Economou’s Transactions:
- While Economou was its CEO, DryShips purchased nine Capesize
vessels from Economou-affiliated private entities and third party
sellers for $1.17 billion, near all-time high asset value levels in
October 2008.6 This occurred after the onset of the global
financial crisis of 2007-2008 and an approximately 60% decline in
Capesize freight rates in September 2008.7 Subsequently, the
transaction was canceled for consideration of DryShips’ warrants
issued to the Economou-affiliated entities and DryShips’ shares
issued to the third party sellers, diluting shareholders.8
- In 2015, DryShips initiated a spin-off of Tankships Investment
Holdings into a separate company. According to the prospectus,
Tankships would pay fees to two other Economou entities.9 DryShips
ultimately abandoned that plan, instead selling ships directly to
Economou himself.10
- DryShips also entered into management agreements with
Economou-controlled entities, Cardiff Marine and later TMS
Bulkers11 that included substantial fees, payments for monitoring
controls, financing and advisory commissions, and discretionary
performance payments. DryShips’ financial advisor noted that “costs
in the agreements are higher than other drybulk public companies
with a potential NPV impact of $0.58 to $0.88 per share.” The
termination fee alone represented a reduction of approximately 9%
in the net asset value of the company as calculated by its
financial advisor at the time.12
- Taking DryShips private at a discount. In
2019, Economou took DryShips private at a share price that was
approximately 21% below net asset value calculated by DryShips’
financial advisor.13
- Loss of shareholder value at Ocean Rig. When
Economou was Chairman and CEO of DryShips, the company acquired a
controlling interest in Ocean Rig, an offshore deepwater drilling
services company unrelated to DryShips’ core business. Ocean Rig
conducted a series of equity offerings between 2011 and 2017 to pay
down the debt it owed to DryShips, significantly diluting existing
shareholders.14 With Ocean Rig stock declining in value, DryShips
also conducted a series of highly dilutive equity raises. Economou
was also Chairman and CEO of Ocean Rig at the time.15
- Ocean Rig filed for bankruptcy in 2017. At the completion of
the process, some common shares of the reorganized entity were
issued to an Economou-controlled entity, as well as an agreement to
provide an annual fee to the Economou entity of up to $15.5 million
plus 1% of all earnings under existing and future drilling
contracts.16 The equity of other Ocean Rig shareholders was
wiped out.17
- We believe he demonstrated poor governance at another
company. While a director at Danaos, he failed to promptly
disclose that he funded his personal ship building plans by
pledging more than half his Danaos stock to Samsung Heavy
Industries to secure six oil tankers.18 He also attended fewer than
25% of the Danaos Board meetings from 2012 to 201719 and fewer than
75% of the meetings in 2018 and 2019.20
- TMS Tankers being designated an “international sponsor
of war.” Economou’s TMS Tankers was the second largest
carrier of Russian oil in 2022, which landed TMS on the Ukrainian
government’s list of “international sponsors of war.”21
What people have said about George
Economou:
- About the Alpha bond offering: “At the end of
the day this deal will make Economou a richer man. And
yes, it has been at the expense of the high-yield market," said one
analyst.22
- About how he acted at DryShips: “I believe he
runs DryShips as if it's his own private company,” says Steven
Abernathy, who heads a New York hedge fund that recently dumped its
DryShips holdings. “I am not going to be part of anything where a
chief executive is self-dealing.” 23
- From DryShips’ own disclosures: “The interests
of our Chairman and Chief Executive Officer may be different from
your interests.”24
Our Board Strongly Recommends Genco
Shareholders Vote WITHHOLD on
Pons on the Proxy Card
Our Board is committed to strong corporate governance. To that
end, it reviewed Pons’ nomination and interviewed him as it would
any director nominee. From that review, our Board firmly believes
he would not be additive to our already strong, focused and
experienced Board. We believe that shareholders should be aware
that:
- We believe Pons has no experience in industries
relevant to Genco’s business. Based on our interview of
Pons and information about him in public filings with the SEC, he
has served as a director mainly at micro or nano cap companies,
none of which are involved in shipping, commodities, cyclical
businesses or other industries relevant to Genco’s business.25 The
market caps of the companies that Pons served on were all below
$205 million at the time he started as a director.
- We believe Pons has a record of declining shareholder
value and underperformance. Most companies on whose boards
he served declined in value or underperformed the S&P 500
during his tenure, as demonstrated in the below charts.26
- We believe Pons has shown poor judgment in his
associations. He has served as a board designee for the
family of Gary Singer, a convicted felon barred by the SEC for
acting as an officer of a public company.27 He has also been
nominated by a dissident slate proposed by Murchinson Ltd., a hedge
fund that settled charges of violations of short sale rules with
the SEC in 2021 and whose owner, Marc Bistricer, is the subject of
enforcement action by the Ontario Securities Commission. In his
interview with the Company’s Nominating and Corporate Governance
Committee, Pons stated that “George’s partner” Bistricer had
introduced him to Economou.
- We believe he has overseen related party transactions
for the benefit of his sponsors at other investors’
expense. Companies on which he has sat on the Board have
entered into transactions that have benefited his activist
sponsors, including selling assets of Arbinet Corporation to
Singer-controlled companies and instituting a 1-for-3,000 reverse
stock split at CCUR Holdings that squeezed out smaller shareholders
when one of the Singers owned nearly 40% of the company.28
Economou has attacked Genco’s Chairman Jim Dolphin in his proxy
materials. We believe shareholders should recognize that Pons’ lack
of relevant experience and his record as a director stand in stark
contrast to that of Mr. Dolphin, who has established a record of
shareholder value creation in the shipping industry and played a
key role in helping develop Genco’s value-creating strategies.
Please see Mr. Dolphin’s biographical information in Genco’s proxy
statement for further details.
Our Board strongly recommends that Genco shareholders
vote AGAINST Pons by voting WITHHOLD
on the proxy card next to his name.
Genco’s Comprehensive Value Strategy Is
Working
In contrast to Economou and Pons, our Board and management team
are focused on executing our Comprehensive Value Strategy, which
has enabled the Company to outperform its proxy peers and the
market.29 The Board implemented this strategy in 2021 following
rigorous and in-depth debate and review about the best path to
create sustainable value in the cyclical drybulk markets. Today, we
are making clear progress on each of our key strategic
priorities:
- Compelling dividends: We have paid 18
consecutive quarterly dividends – the longest series in our peer
group – and returned $5.155 per share to shareholders, or ~25% of
the current share price;30
- Lowering debt: We have reduced Genco’s debt by
55% since 2021 and lowered our cash flow breakeven rate to the
lowest in our peer group; and
- Investing in our fleet: We have invested $520
million in fleet expansion and modernization since 2018, increasing
our earnings capacity, while reducing costs and improving fuel
efficiency.
At the same time, we are maintaining our commitment to
best-in-class governance. Our well-planned and well-executed
corporate governance and sustainability initiatives have us ranked
#1 in the annual Webber Research ESG Scorecard three years in a
row.31
We Need Your Vote FOR Genco’s Nominees
Today
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 by voting
“WITHHOLD” and “AGAINST” Economou’s shareholder
proposal on the WHITE proxy card.
We thank you for your continued support.
Sincerely, on behalf of the entire Board and management
team,
James G. DolphinChairman of the Board |
John C. WobensmithChief 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: 800-322-2885Email:
proxy@mackenziepartners.com |
|
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 30, 2024, Genco Shipping & Trading
Limited’s fleet consists of 16 Capesize, 15 Ultramax and 12
Supramax vessels with an aggregate capacity of approximately
4,490,000 dwt and an average age of 11.8 years.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
This release 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.
_________________________
1 Based on conversations between George Economou and members of
our Board. See also TradeWinds, “Economou strikes again to lift
newbuilding tally to 40,” by Irene Ang, December 13, 2023 at
https://www.tradewindsnews.com/tankers/economou-strikes-again-to-lift-newbuilding-tally-to-40/2-1-1570434
(“He is said to have ordered . . . four Kamsarmax bulk carriers.”)
and TradeWinds, “Economou’s TMS Dry stacks orderbook with midsize
bulk carrier newbuildings,” by Irene Ang, July 28, 2023 at
https://www.tradewindsnews.com/bulkers/economou-s-tms-dry-stacks-orderbook-with-midsize-bulk-carrier-newbuildings/2-1-1492558
2 Lloyd’s List International, “Alpha appeals to investors,”
February 13, 19983 Forbes, “Curious George,” by Nathan Vardi,
February 8, 2008 at
https://www.forbes.com/forbes/2008/0225/095.html?sh=71431d7b47f8,
Lloyd’s List, “Collision of Interests,” December 15, 2008 at
https://lloydslist.com/LL086367/Collision-of-interests and
TradeWinds, “Economou to Claim the Spoils of Alpha” by Liz Shuker
Stamford, July 16, 1999 at
https://www.tradewindsnews.com/weekly/economou-to-claim-the-spoils-of-alpha/1-1-156488https://www.tradewindsnews.com/weekly/economou-to-claim-the-spoils-of-alpha/1-1-1564884
Form 20-F of DryShips Inc. for the year ended December 31, 2016, p.
128, filed with the SEC on March 13, 2027 at
https://www.sec.gov/Archives/edgar/data/1308858/000091957417002663/d7424585_20-f.htm,
(reporting Economou’s 0.01% beneficial ownership of DryShips);
Schedule 13D of SPII Holdings Inc., Sierra Investments Inc.,
Mountain Investments Inc., and George Economou filed with the SEC
on September 5, 2017 at
https://www.sec.gov/Archives/edgar/data/1308858/000091957417006592/d7628587_13-d.htm
(reporting Economou’s 53.5% beneficial ownership of Dryships after
a private placement; Amendment No. 1 to Schedule 13D of SPII
Holdings Inc., Sierra Investments Inc., Mountain Investments Inc.,
and George Economou filed with the SEC on October 6, 2017 at
https://www.sec.gov/Archives/edgar/data/1308858/000091957417007140/d7674066_13d-a.htm
(reporting Economou’s 69.5% ownership following a rights
offering)Presentation materials prepared by Evercore Group L.L.C.,
dated August 18, 2019, for the Special Committee of the Board
of Directors of DryShips Inc. at
https://www.sec.gov/Archives/edgar/data/1308858/000114420419043847/tv528973_exc6.htm
and Related party transactions: Amendment No. 1 to Schedule 13D
filed by SPII Holdings Inc., Sierra Investments Inc., Mountain
Investments Inc., and George Economou, filed with the SEC on
October 6, 2017 at
https://www.sec.gov/Archives/edgar/data/1308858/000091957417007140/d7674066_13d-a.htmhttps://www.sec.gov/Archives/edgar/data/1308858/000091957417007140/d7674066_13d-a.htm5
“DryShips Inc. Announces Certain Developments,” issued by DryShips,
Inc. on April 5, 2016 at
https://www.globenewswire.com/news-release/2016/04/05/1258223/0/en/DryShips-Inc-Announces-Certain-Developments.html,
“DryShips Inc. Announces Closing of Sale of Ocean Rig UDW Inc.
Shares,” issued by DryShips, Inc. on April 5, 2016 at
https://finance.yahoo.com/news/dryships-inc-announces-closing-sale-200500715.html
and “DryShips Announces Vessel Sales,” issued by DryShips, Inc. on
October 31, 2016 at
https://www.globenewswire.com/news-release/2016/10/31/1258399/0/en/DryShips-Inc-Announces-Vessel-Sales.html
6 Form 6-K filed by DryShips, Inc. on October 6, 2008 at
https://www.sec.gov/Archives/edgar/data/1308858/000131786108000342/f100608adrys6k.htm7
Based on data from Clarksons Research Services Limited.8 Form 20-F
of Dryships Inc. for the year ended December 31, 2008, p. 47, at
https://www.sec.gov/Archives/edgar/data/1308858/000119312509066364/d20f.htm9
Form F-1 Registration Statement of Tankships Investment Holdings
Inc., p. 37, at
https://www.sec.gov/Archives/edgar/data/1627482/000119312515016272/d836806df1.htm10
TradeWinds, “George Economou in league of his own,” by Gillian
Whittaker Athens, November 5, 2015 at
https://www.tradewindsnews.com/weekly/george-economou-in-league-of-his-own/1-1-376048
, and TradeWinds, “Economou buys from DryShips,” by Eric Martin, 30
March 2015 at
https://www.tradewindsnews.com/tankers/economou-buys-from-dryships/1-1-357081
and “Dryships Announces Agreements to Sell Its Tanker Fleet,”
issued by DryShips, Inc. on March 30, 2015 at
https://www.globenewswire.com/news-release/2015/03/30/1257863/0/en/DryShips-Inc-Announces-Agreements-to-Sell-Its-Tanker-Fleet.html11
https://www.sec.gov/Archives/edgar/data/1308858/000091957416014489/R10.htm
Form 20-F of DryShips, Inc. for the year ended December 31, 2012,
filed with the SEC on March 22, 2013 at
https://www.sec.gov/Archives/edgar/data/1308858/000091957413002527/d1368326_20-f.htm12
Presentation materials prepared by Evercore Group L.L.C., dated
August 18, 2019, for the Special Committee of the Board of
Directors of DryShips Inc., pp. 7 and 35, at
https://www.sec.gov/Archives/edgar/data/1308858/000114420419043847/tv528973_exc6.htm13
Presentation materials prepared by Evercore Group L.L.C., dated
August 18, 2019, for the Special Committee of the Board of
Directors of DryShips Inc. p. 35 at
https://www.sec.gov/Archives/edgar/data/1308858/000114420419043847/tv528973_exc6.htm14
“OCEAN RIG UDW INC. ANNOUNCES PUBLIC OFFERING OF ITS SHARES BY
DRYSHIPS INC” issued by Ocean Rig on April 9, 2012 at
http://cdn.capitallink.com/files/docs/companies/ocean_rig/press/2012/oceanrig040912a.pdf
and ”Ocean Rig UDW Inc. Announces Public Offering of Its Shares by
DryShips Inc.” issued by Ocean Rig on February 11, 2013 at
http://cdn.capitallink.com/files/docs/companies/ocean_rig/press/2013/oceanrig021113.pdf
“Ocean Rig UDW Inc. Announces Offering of Common Stock” issued by
Ocean Rig on June 2, 2015 at
http://cdn.capitallink.com/files/docs/companies/ocean_rig/press/2015/oceanrig060215.pdf
and “Ocean Rig UDW Inc. Announces the Completion of Its
Restructuring and the Occurrence of the Restructuring Effective
Date” issued by Ocean Rig on September 22, 2017 at
https://www.globenewswire.com/news-release/2017/09/22/1258740/0/en/Ocean-Rig-UDW-Inc-Announces-the-Completion-of-Its-Restructuring-and-the-Occurrence-of-the-Restructuring-Effective-Date.htmlhttps://www.globenewswire.com/news-release/2017/09/22/1258740/0/en/Ocean-Rig-UDW-Inc-Announces-the-Completion-of-Its-Restructuring-and-the-Occurrence-of-the-Restructuring-Effective-Date.html15
Economou has served as CEO of DryShips since he founded the company
in 2005 through October 11, 2019 when Economou took the company
private (“DryShips Inc. Announces Completion of Acquisition by SPII
Holding Inc.” issued by DryShips on October 11, 2019 at
https://www.globenewswire.com/news-release/2019/10/11/1928554/0/en/DryShips-Inc-Announces-Completion-of-Acquisition-by-SPII-Holding-Inc.html)
Economou served as CEO of OceanRig from July 14, 2008, when
DryShips acquired OceanRig (”DryShips Inc. Completes Acquisition of
Ocean Rig ASA” issued by DryShips on July 14, 2008 at
https://www.globenewswire.com/zi/news-release/2008/07/14/1259360/0/en/DryShips-Inc-Completes-Acquisition-of-Ocean-Rig-ASA.html)
until December 29, 2017 (“Ocean Rig UDW Inc. Announces Management
Changes” issued by Ocean Rig on December 29, 2017 at
https://www.globenewswire.com/news-release/2017/12/29/1276747/0/en/Ocean-Rig-UDW-Inc-Announces-Management-Changes.html).16
Form F-1A filed by Ocean Rig in 2017 at
https://www.sec.gov/Archives/edgar/data/1447382/000091957417007215/d7671684_f-1a.htm17
“Ocean Rig UDW Inc. Announces That U.S. Bankruptcy Court Has Issued
an Order Giving Full Force and Effect in the United States to
Cayman Islands Schemes of Arrangement” issued by Ocean Rig on
September 20, 2017 at
https://www.globenewswire.com/news-release/2017/09/20/1258739/0/en/Ocean-Rig-UDW-Inc-Announces-That-U-S-Bankruptcy-Court-Has-Issued-an-Order-Giving-Full-Force-and-Effect-in-the-United-States-to-Cayman-Islands-Schemes-of-Arrangement.html
and Form F-1/A filed October 10, 2017 at
https://www.sec.gov/Archives/edgar/data/1447382/000091957417007215/d7671684_f-1a.htm18
Danaos Corp. Form 13D/A filed February 27, 2019 at
https://www.sec.gov/Archives/edgar/data/1369241/000106823819000050/danaos13da.htmhttps://www.sec.gov/Archives/edgar/data/1369241/000106823819000050/danaos13da.htm19
Danaos Corp., Form 20-F filed March 30, 2012 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746912003699/a2208498z20-f.htm,
Danaos Corp., Form 20-F filed March 1, 2013 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746913002051/a2213181z20-f.htm,
Danaos Corp., Form 20-F filed February 28, 2014 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746914001551/a2218451z20-f.htm,
Danaos Corp., Form 20-F filed March, 10, 2015 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746915001897/a2223241z20-f.htm,
Danaos Corp., Form 20-F filed March 15, 2016 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746916011187/a2227685z20-f.htm,
Danaos Corp., Form 20-F filed March 6, 2017 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746917001295/a2231197z20-f.htm
and Danaos Corp., Form 20-F filed March 7, 2018 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746918001368/a2234648z20-f.htm20
Danaos Corp., Form 6-K filed June 21, 2019, Exhibit 99.1 at
https://www.sec.gov/Archives/edgar/data/1369241/000104746919003794/a2239038z6-k.htm
and Form 6-K filed June 19, 2020, Exhibit 99.1. at
https://www.sec.gov/Archives/edgar/data/1369241/000104746920003737/a2241852z6-k.htm21
The Wall Street Journal, “The ‘Bad Boy’ of Shipping Cashes In on
Russian Oil”, By Joe Wallace and Costas Paris, May 4, 2023 at
https://www.wsj.com/articles/the-bad-boy-of-shipping-cashes-in-on-russian-oil-4668c23822
TradeWinds, “Economou to Claim the Spoils of Alpha.”, by Liz Shuker
Stamford, July 16, 1999 at
https://www.tradewindsnews.com/weekly/economou-to-claim-the-spoils-of-alpha/1-1-156488
23 Forbes, “Curious George,” by Nathan Vardi, February 8, 2008 at
https://www.forbes.com/forbes/2008/0225/095.html?sh=71431d7b47f824
Form 20-F of DryShips Inc. for the year ended December 31, 2016,
filed with the SEC on March 1, 2019, at
https://www.sec.gov/Archives/edgar/data/1308858/000091957419002125/d8124519_20-f.htmhttps://www.sec.gov/Archives/edgar/data/1308858/000091957419002125/d8124519_20-f.htm
25 Companies include Network-1 Security Solutions, Inc.; Marpai,
Inc.;; Alaska Communications Systems Group, Inc..; LiveWire Mobile,
Inc. (renamed Live Microsystems, Inc.), SmartServ Online, Inc.
(renamed Uphonia, Inc.), MRV Communications, Inc.; SeaChange
International, Inc.; Dragonwave Inc., CCUR Holdings, Inc., Arbinet
Corporation, Primus Telecommunications Group Inc. (renamed PTGI
Holdings, Inc., HC2 Holdings, Inc., and Innovate Corp.) Novatel
Wireless, Inc. (-Inseego Corp. became the new public holding
company) and Concurrent Computer Corp. (renamed CCUR Holdings).
Additional information on performance for each company can be found
on the chart at the end of this letter and at www.VoteForGenco.com.
26 Based on publicly available information regarding Pons' board
positions. See chart at the end of this letter. 27 “SEC charges
investment adviser and associated individuals with causing
violations of Regulation SHO,” SEC press release No. 2021-156,
August 17, 2021 at
https://www.sec.gov/news/press-release/2021-15628 “Arbinet
Corporation to be Acquired by Primus Telecommunications Group in
Stock-for-Stock Transaction” issued by Arbinet Corporation on
November 11, 2010 at
https://www.prnewswire.com/news-releases/arbinet-corporation-to-be-acquired-by-primus-telecommunications-group-in-stock-for-stock-transaction-107211548.html
and Primus Telecommunications Group Inc. 13G filed June 15, 2010 at
https://www.sec.gov/Archives/edgar/data/1265181/000095012310058233/y03639sc13g.htm
and “Arbinet appoints Robert M. Pons to the board of directors,”
Arbinet press release, April 13, 2009 and Arbinet Corporation, Form
10-K/A, filed April 29, 2009 at
https://www.sec.gov/Archives/edgar/data/1136655/000114420409022960/v147452_10ka.htm
and “Alaska Communications Reaches Agreement with TAR Holdings”
issued by Alaska Communications on May 9, 2018 at
https://www.businesswire.com/news/home/20180509006522/en/Alaska-Communications-Reaches-Agreement-with-TAR-Holdings
and
https://www.businesswire.com/news/home/20180509006522/en/Alaska-Communications-Reaches-Agreement-with-TAR-Holdings29
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.30 As of April 4, 2024. 31 Based on
the Webber Research 2023, 2022 and 2021 ESG scorecard.
Permission to cite the above sources was neither sought nor
obtained.
Chart for endnotes 25 and 26
Certain companies on whose boards Pons was a director were
renamed or otherwise are successors to other companies. These
consist of Primus Telecommunications Group, Inc., PTGI Holdings
Inc., and HC2 Holdings, Inc.; Concurrent Computer Corp. and CCUR
Holdings, Inc.; and Novatel Wireless, Inc. and Inseego Corp.
Photos accompanying this announcement are available
at:https://www.globenewswire.com/NewsRoom/AttachmentNg/8cd63d0d-5553-4598-b009-8197dee20ed8
https://www.globenewswire.com/NewsRoom/AttachmentNg/48e14a4b-20d4-49a6-b22a-e4a68011d29c
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