United States securities and exchange commission logo
April 10, 2024
John C. Wobensmith
Chief Executive Officer and President
Genco Shipping & Trading Limited
299 Park Avenue, 12th Floor
New York, NY 10171
Re: Genco Shipping &
Trading Limited
PREC14A Filed April
3, 2024
File No. 001-33393
Dear John C. Wobensmith:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used herein have the same meaning as in your proxy
statement.
PREC14A Filed April 3, 2024
General
1. A preliminary proxy
statement should clearly identify itself as a preliminary version.
Refer to Exchange Act
Rule 14a-6(e)(1). Please revise.
2. Please consider
including a background section to discuss the events and contacts between
Genco and GK Investor
leading up to this contested solicitation.
3. Please provide the
disclosure required by Item 23 of Schedule 14A.
4. On pages 3 and 9 of the
proxy statement, you indicate that broker non-votes will be
counted for determining
whether a quorum exists at the annual meeting. Please revise this
disclosure to clarify
that a beneficial holder's shares will not be counted for the purposes
of determining quorum
at the annual meeting if a broker provides GK Investor s proxy
materials to the
beneficial holder and such beneficial holder does not provide any voting
instructions to the
broker.
5. On the preliminary
proxy card and on pages 7-8 of the proxy statement, you indicate that
John C. Wobensmith
Genco Shipping & Trading Limited
April 10, 2024
Page 2
the proxy card will be voted based on the Board s recommendations if
the proxy card does
not specify voting directions. Please revise to clarify whether you
are describing an
entirely unmarked, but signed proxy card, or one that is signed and
marked as to other
matters but not marked as to the particular proposal addressed in your
disclosure.
Q&A, page 5
6. On page 8 of the proxy statement, you describe a broker "non-vote" and
whether the
proposals to be presented at the annual meeting are discretionary or
non-discretionary
matters. Please revise to clarify how the distinction between
discretionary and non-
discretionary matters affects the treatment of broker "non-votes" for
each proposal. See
Item 21(b) of Schedule 14A.
Security Ownership of Certain Beneficial Owners and Management, page 48
7. In the beneficial ownership table on page 48 of the proxy statement,
you indicate that
George Economou and affiliated entities beneficially own
2,313,572 shares of Genco s
common stock. Please revise footnote 14 to clarify that GK Investor is
one of these
affiliated entities that beneficially own the shares reported in
this row.
Supplemental Information Regarding Participants in the Solicitation, page A-1
8. Please revise this section to provide the disclosure required by Item
5(b)(1)(viii) (xii) of
Schedule 14A for each participant in this solicitation.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or
Christina Chalk at
202-551-3263.
FirstName LastNameJohn C. Wobensmith Sincerely,
Comapany NameGenco Shipping & Trading Limited
Division of
Corporation Finance
April 10, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName