George Economou Files Definitive Proxy Statement and Sends Letter to Genco Shareholders
$GNK
Highlights Urgent Need for An Independent Director Perspective to Address Genco’s Persistent Underperformance and Unlock Value for Shareholders
Outlines Concerns with Chairman James Dolphin’s Outsized Influence in the Genco Boardroom
Urges Shareholders to Vote FOR the Election of GK Investor Nominee Robert Pons on the BLUE Universal Proxy Card and WITHHOLD on Genco Board Chairman James Dolphin
NEW YORK--(BUSINESS WIRE)--GK Investor LLC (“GK”), an affiliate of George Economou that is an approximately 5.3% shareholder of Genco Shipping & Trading Limited (“Genco” or the “Company”) (NYSE: GNK), today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission in connection with Genco’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”), scheduled for May 23, 2024. In addition, GK is sending a letter to the Company’s shareholders which can be found below.
April 18, 2024
Dear Fellow Shareholder:
GK Investor LLC is a top five shareholder in Genco Shipping & Trading Limited (“Genco” or the “Company”) (NYSE: GNK), owning approximately 5.3% of the Company’s shares. For years, Genco’s share price has consistently lagged significantly behind the Company’s net asset value. In our view, this is a direct result of the failure of the current Board of Directors (the “Board”) to take actions – in particular with respect to capital allocation – that are in the best interests of all shareholders. Chief among these is the Board’s resistance to returning a sufficient amount of its excess cash to shareholders, Genco’s owners, when, in our view, the Board has failed to articulate a credible alternative use for that cash.
Over the last several months, we have in good faith attempted to engage constructively with the Board to air our concerns and share our views about how to reverse the Company’s persistent underperformance. Unfortunately, our good faith efforts have not only been ignored but also have been met with hostility and Kabuki-theater “engagement” by the Board. In fact, the Company’s response to our very first communication copied a litigator.
In light of the Board’s intransigence – especially on the part of long-time director and Chairman James Dolphin – we have nominated a highly qualified and independent individual, Robert Pons, for election to the Board at the upcoming Annual Meeting of Shareholders (the “Annual Meeting”). Further, we are urging shareholders to vote WITHHOLD on Mr. Dolphin. Now is the time for shareholders to send a clear message that change is needed.
Mr. Pons possesses deep technology, operational and corporate governance experience and would bring fresh thinking and a true sense of urgency around necessary actions to improve value for shareholders. In our view, his perspective will go a long way towards encouraging real debate in the boardroom, in contrast to the seemingly domineering presence of Mr. Dolphin.
We urge you to vote on the BLUE universal proxy card today FOR the election of Mr. Pons to the Board and WITHHOLD on Mr. Dolphin’s re-election as a director. Below we provide further details on our thesis for change.
Genco’s Persistent Underperformance
Genco’s shares have consistently traded at a discount to the Company’s net asset value. In our view, this is because the Board has not utilized its significant cash position and cash flow to put in place shareholder-friendly actions to improve value. Such actions could have included share buybacks on the open market or via issuer tender offers, for example. This has negatively impacted shareholder value in the short term, preventing shareholders from realizing the benefits that would flow from a buyback program, and in the long term, by creating the assumption in the market that the Company is unlikely to pursue such initiatives in the future.
An Overbearing Chairman
We believe that the Board, and in particular Mr. Dolphin, has shown a disregard for shareholders’ best interests by refusing to take steps that could set the Company on a better path and ensure that its share price more appropriately reflects the value of its underlying assets and business operations. Based on our and our nominee’s interactions with the Board to date, we believe that Mr. Dolphin commands the Board with an iron fist. He has been a director for a decade, has little alignment with shareholders given his low ownership of Genco shares (see Table 1 below), and has little tolerance for dissenting opinions and shareholder input. We believe that the rest of the Board has fallen into line with Mr. Dolphin, and that as a result, the Board does not engage in sufficiently robust debate about the best ways to improve value for shareholders. A board chairman is supposed to keep order and help facilitate an environment for good decision-making – not use his powers to exercise complete dominion. Boardrooms do not need kings.
Table 1
Shares of Common Stock Beneficially Owned1
Name and Address of Beneficial OwnerNumberPercentage.........James G. Dolphin-(2)(3) -.........
(2) Does not include 102,216 shares of common stock that may be issuable in settlement of vested restricted stock units, including additional restricted stock units granted in lieu of cash dividends, or 15,340 shares of common stock that may be issuable in settlement of restricted stock units granted on May 16, 2023, and additional restricted stock units subsequently granted in lieu of cash dividends that generally vest on the earlier of (i) the date of the 2024 Annual Meeting and (ii) the date that is fourteen months after the date of the grant.
(3) Each restricted stock unit represents the right to receive one share of our common stock, or in the sole discretion of our Compensation Committee, the value of a share of common stock on the date that the restricted stock unit vests.
Our Solution
Removing Mr. Dolphin would, in our view, catalyze the free exchange of ideas at the Board level and thereby improve decision-making – to the benefit of all shareholders. It would also send a clear message to the rest of the incumbent Board members that they should seek – not oppose – shareholder engagement, carefully consider investor perspectives and actively take steps that are in the best interests of all shareholders.
Further, we believe that the addition of a new independent voice is imperative. Our nominee, Robert Pons would be additive in the boardroom and would help address Genco’s lagging performance. He would bring significant operational know-how, and technology and corporate governance experience based on his numerous executive leadership roles and public company directorships. Given that Mr. Pons has served on the boards of 16 publicly traded companies, we have no doubt that he would utilize his experience to be immediately additive in the Genco boardroom. We are also confident that he would be a strong and reliable advocate for shareholder interests on a Board whose members generally own very little Company stock.
While the Board will point to its appointment of Paramita Das as a new director last month, we believe this does not represent sufficient change. Bear in mind, Ms. Das was selected by an entrenched Board that has refused to give a fair hearing to shareholders – and this action was only taken in reaction to our public involvement. Furthermore, a subsidiary of Ms. Das’ most recent employer, Rio Tinto, was listed as Genco’s top customer for vessel charters, accounting for 16.1% of voyage revenues in 2023.4 We believe a Genco boardroom refresh needs an independent advocate for long-suffering shareholders rather than one of the Company’s best customers. Additional independent Board representation is needed to ensure the status quo does not persist.
Change is needed on the Genco Board, and it is needed now. Adding an independent director nominated by a large shareholder to the Board and removing Mr. Dolphin will create a Board environment that we believe can lead to meaningfully improved value for the Company’s investors.
Sincerely,
George Economou
Source:
https://www.sec.gov/Archives/edgar/data/1326200/000110465924048910/tm2412160d1_dfan14a.htm