Genco Shipping & Trading Limited entered into the Fourth Amendment to its Shareholder Rights Agreement on September 25, 2026. The amendment modifies the existing agreement, originally dated October 1, 2025, between the company and Computershare Inc.
The Board of Directors determined that the extension is in the best interests of the company and its shareholders. The decision was based on an advisory shareholder vote at the 2026 Annual Meeting of Shareholders, held on June 18, 2026, which approved the extension of the Rights Agreement.
The Fourth Amendment extends the Final Expiration Date of the agreement to September 30, 2027. It also revises specific provisions regarding Qualifying Offers. The measurement period for determining the minimum Qualifying Offer price has been shortened from 24 months to 12 months prior to the commencement of the offer. Additionally, the amendment explicitly states that this price criterion does not continue to apply after the Qualifying Offer is made.
Other changes include shortening the period for the Board’s consideration of a Qualifying Offer and for calling a special meeting of shareholders to exempt the offer from the Rights Agreement from 90 business days to 90 calendar days. The amendment also permits an offeror to withdraw an offer if a Material Adverse Effect has occurred and is continuing.
The company stated that the Rights Agreement remains substantially similar to rights plans adopted by other public companies. It is intended to enable all shareholders to realize the long-term value of their investment and reduce the likelihood that any entity would gain control of the company through open-market accumulation without paying an appropriate control premium.
