d820025_6-k.htm
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of October 2007
Commission File Number:  001-32458
 
DIANA SHIPPING INC.
(Translation of registrant’s name into English)
 
 
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F [X]       Form 40-F [  ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes [_]   No [X]
 

 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 


INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 
Attached to this report on Form 6-K as Exhibit 1 is the Notice of Annual Meeting and Proxy Statement of Diana Shipping Inc.
 


Exhibit 1
 
 
October 8, 2007
 
TO THE SHAREHOLDERS OF DIANA SHIPPING INC.
 
Enclosed is a Notice of the Annual Meeting of Shareholders of Diana Shipping Inc. (the “Company”) which will be held at the Ciragan Palace Hotel Kempinski in Istanbul, Turkey, on November 9, 2007 at 12:00 p.m.
 
At this Annual Meeting (the “Meeting”), Shareholders of the Company will consider and vote upon proposals:
 
 
1
To elect two Class II Directors to serve until the 2010 Annual Meeting of Shareholders (“Proposal One”);
 
 
2.
To approve the appointment of Ernst & Young (Hellas) as the Company’s independent auditors for the fiscal year ending December 31, 2007 (“Proposal Two”);
 
 
3.
To approve the adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation establishing a quorum for all meetings of Shareholders of the Company of 33⅓ per cent of all shares, present either in person or by proxy, issued and outstanding and entitled to vote at such meetings (“Proposal Three”);
 
 
4.
To approve the adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the aggregate number of shares of common stock that the Company is authorized to issue to 200 million registered shares with a par value of one cent (US$0.01) per share (“Proposal Four”); and
 
 
5.
To transact other such business as may properly come before the meeting or any adjournment thereof.
 
Adoption of Proposal One requires the affirmative vote of a plurality of the shares of common stock represented at the Meeting.  Adoption of Proposal Two requires the affirmative vote of a majority of the shares of common stock represented at the Meeting.  Adoption of Proposal Three and Proposal Four requires the affirmative vote of a majority of the shares of common stock entitled to vote at the Meeting.
 
You are cordially invited to attend the Meeting in person.  If you attend the Meeting, you may revoke your proxy and vote your shares in person.
 
IT IS IMPORTANT TO VOTE.  WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.  THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED.  ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.
 
 
 
  Very truly yours,  
       
 
/s/ Simeon P. Palios
  
   Simeon P. Palios  
   Chief Executive Officer  
 
 
 
 

16, Pendelis Str., 175 64 Palaio Faliro, Athens, Greece
Tel: (011) (30) (210) 947-0100-, Fax: (011) (30) (210) 947-0101
e-mail:   ir@dianashippinginc.com  – www.dianashippinginc.com    

 
 
DIANA SHIPPING INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
November 9, 2007
 
NOTICE IS HEREBY given that the Annual Meeting of the Shareholders of Diana Shipping Inc. (the “Company”) will be held on November 9, 2007 at 12:00 p.m., at the Ciragan Palace Hotel Kempinski in Istanbul, Turkey, for the following purposes, of which items 1, 2, 3 and 4 are more completely set forth in the accompanying Proxy Statement:
 
 
1
To elect two Class II Directors to serve until the 2010 Annual Meeting of Shareholders;

 
2.
To approve the appointment of Ernst & Young (Hellas) as the Company’s independent auditors for the fiscal year ending December 31, 2007;

 
3.
To approve the adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation establishing a quorum for all Meetings of Shareholders of the Company of 33⅓ per cent of all shares, present either in person or by proxy, issued and outstanding and entitled to vote at such meetings;

 
4.
To approve the adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the aggregate number of shares of common stock that the Company is authorized to issue to 200 million registered shares with a par value of one cent (US$0.01) per share (“Proposal Four”); and

 
5.
To transact other such business as may properly come before the meeting or any adjournment thereof.
 
The Board of Directors has fixed the close of business on October 5, 2007 as the record date for the determination of the Shareholders entitled to receive notice and to vote at the Annual Meeting or any adjournment thereof.
 
IT IS IMPORTANT TO VOTE.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.  THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED.  ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.
 
If you attend the annual meeting, you may revoke your proxy and vote in person.
 
BY ORDER OF THE BOARD OF DIRECTORS  
       
 
/s/ Ioannis Zafirakis
  
   Ioannis Zafirakis  
   Secretary  
 
 
October 8, 2007
Athens, Greece
 
 
 
DIANA SHIPPING INC.
16 PENDELIS STR.
175 64 PALAIO FALIRO
ATHENS GREECE
______________________

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 9, 2007
________________________

INFORMATION CONCERNING SOLICITATION AND VOTING
 
GENERAL
 
The enclosed proxy is solicited on behalf of the Board of Directors (the “Board of Directors”) of Diana Shipping Inc., a Marshall Islands corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held at the Ciragan Palace Hotel Kempinski in Istanbul, Turkey on November 9, 2007 at 12:00 p.m., or at any adjournment or postponement thereof (the “Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders.  This Proxy Statement and the accompanying form of proxy are expected to be mailed to Shareholders of the Company entitled to vote at the Meeting on or about October 8, 2007.
 
VOTING RIGHTS AND OUTSTANDING SHARES
 
On October 5, 2007 (the “Record Date”), the Company had outstanding 74,375,000 shares of common stock, par value $0.01 per share (the “Common Shares”).  Each Shareholder of record at the close of business on the Record Date is entitled to one vote for each Common Share then held.  One or more Shareholders representing at least a majority of the total voting rights of the Company present in person or by proxy at the Meeting shall be a quorum for the purposes of the Meeting.  The Common Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment or postponement thereof.  Any proxies returned without instructions will be voted FOR the proposals set forth on the Notice of Annual Meeting of Shareholders.
 
The Common Shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “DSX.”

REVOCABILITY OF PROXIES
 
A Shareholder giving a proxy may revoke it at any time before it is exercised.  A proxy may be revoked by filing with the Secretary of the Company at the Company’s registered office, 16, Pendelis Str., 175 64 Palaio Faliro, Athens, Greece, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person.
 

PROPOSAL ONE
 
ELECTION OF DIRECTORS
 
The Company currently has seven directors divided into three classes.  As provided in the Company’s Amended and Restated Articles of Incorporation, each director is elected to serve for a three year term and until such director’s successor is elected and has qualified. Accordingly, the Board of Directors has nominated William Lawes and Konstantinos Psaltis, each a Class II Director, for re-election as directors whose term would expire at the 2010 Annual Meeting.
 
Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the shares authorized thereby FOR the election of the following two nominees.  It is expected that each of these nominees will be able to serve, but if before the election it develops that any of the nominees is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee or nominees as the current Board of Directors may recommend.
 
Nominees for Election to the Company’s Board of Directors
 
Information concerning the nominees for directors of the Company is set forth below:
 
Name
Age
Position
William Lawes
64
Class II Director
Konstantinos Psaltis
69
Class II Director
 
William (Bill) Lawes has served as a Director and the Chairman of our Audit Committee since March 2005.  Mr. Lawes served as a Managing Director and a member of the Regional Senior Management Board of JPMorgan Chase (London) from 1987 until 2002.  Prior to joining JPMorgan Chase, he was Global Head of Shipping Finance at Grindlays Bank.  Mr. Lawes was a member of the International Maritime Industries’ Forum. Mr. Lawes is qualified as a member of the Institute of Chartered Accountants of Scotland.
 
Konstantinos Psaltis has served as a Director since March 2005.  Since 1981, Mr. Psaltis has served as Managing Director of Ormos Compania Naviera S.A., a company that specializes in operating and managing multipurpose container vessels.  Prior to joining Ormos Compania Naviera S.A., Mr. Psaltis simultaneously served as a technical manager in the textile manufacturing industry and as a shareholder of shipping companies managed by M.J. Lemos.  From 1961 to 1964, he served as ensign in the Royal Hellenic Navy.  Mr. Psaltis is a member of the Germanischer Lloyds Hellas Committee.  He holds a degree in Mechanical Engineering from Technische Hochschule Reutlingen & Wuppertal and a bachelor's degree in Business Administration from Tubingen University in Germany.
 
Audit Committee. The Company’s Board of Directors has established an Audit Committee, consisting of two members, which is responsible for reviewing the Company’s accounting controls, recommending to the Board of Directors the engagement of the Company’s outside auditors, and pre-approving audit and audit related services and fees. Each member is an independent director. The members of the Audit Committee are Mr. William Lawes (Chairman and financial expert) and Mr. Apostolos Kontoyannis.  As the Company is a foreign private issuer, it is exempt from the corporate governance rules of the NYSE, other than the Audit Committee requirement.
 
Required Vote.  Approval of Proposal One will require the affirmative vote of the plurality of the votes cast by Shareholders entitled to vote and voting at the Meeting.
 
Effect of abstentions.  Abstentions will not affect the vote on Proposal One.
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTORS.  UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.
 


PROPOSAL TWO

APPROVAL OF APPOINTMENT OF
INDEPENDENT AUDITORS
 
The Board of Directors is submitting for approval at the Meeting the selection of Ernst & Young (Hellas) as the Company's independent auditors for the fiscal year ending December 31, 2007.
 
Ernst & Young (Hellas) has advised the Company that the firm does not have any direct or indirect financial interest in the Company, nor has such firm had any such interest in connection with the Company during the past three fiscal years other than in its capacity as the Company's independent auditors.
 
All services rendered by the independent auditors are subject to review by the Audit Committee.
 
Required Vote.  Approval of Proposal Two will require the affirmative vote of the majority of the votes cast by Shareholders entitled to vote at the meeting.
 
Effect of abstentions.  Abstentions will not affect the vote on Proposal Two.
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG (HELLAS) AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007.  UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
 
 
PROPOSAL THREE
 
APPROVAL OF THE AMENDMENT TO THE
COMPANY’S ARTICLES OF INCORPORATION
 
The Board of Directors is submitting for approval at the Meeting a proposed amendment to the Company’s Amended and Restated Articles of Incorporation that would set the number of shares required to establish a quorum at all Meetings of Shareholders held after the effective date of the amendment to be 33⅓ per cent of all shares, present either in person or by proxy, issued and outstanding and entitled to vote at such Meeting.  The quorum currently required at all Meetings of Shareholders is a majority of all shares, present either in person or by proxy, issued and outstanding and entitled to vote at such Meeting.
 
The Board of Directors believes that a change in the quorum required for Meetings of the Shareholders is in the best interests of the Company because it will allow the Company to conduct its business more efficiently by reducing the possibility of having to adjourn future Annual Meetings of the Shareholders due to the failure to obtain a quorum.
 
If approved, the Company’s Amended and Restated Articles of Incorporation will be amended to include the following Article N to the Amended and Restated Articles of Incorporation:
 
 
N.
At all Meetings of Shareholders of the Corporation, except as otherwise expressly provided by law, there must be present either in person or by proxy Shareholders of record holding at least 33⅓ % of the shares issued and outstanding and entitled to vote at such meetings in order to constitute a quorum, but if less than a quorum is present, a majority of those shares present either in person or by proxy shall have power to adjourn any meeting until a quorum shall be present.
 
Required Vote.  Approval of Proposal Three will require the affirmative vote of the majority of all outstanding Common Shares entitled to vote at the meeting.
 
Effect of abstentions.  An abstention will count as an effective vote against Proposal Three.
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION.  UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH AMENDMENT UNLESS A CONTRARY VOTE IS SPECIFIED.
 
 
PROPOSAL FOUR
 
APPROVAL OF THE AMENDMENT TO THE
COMPANY’S ARTICLES OF INCORPORATION
 
The Board of Directors is submitting for approval at the Meeting a proposed amendment to the Company’s Amended and Restated Articles of Incorporation that would increase the aggregate number of shares of common stock that the Company is authorized to issue to 200 million registered shares with a par value of one cent (US$0.01) per share.  The Amended and Restated Articles of Incorporation currently authorize the issuance of an aggregate of 100 million registered shares.
 
The Board of Directors believes that an increase in the Company’s authorized share capital is in the best interests of the Company and its Shareholders because it will enable the Company to conduct future equity offerings.
 
Required Vote.  Approval of Proposal Four will require the affirmative vote of the majority of all outstanding Common Shares entitled to vote at the Meeting.
 
Effect of abstentions.  An abstention will count as an effective vote against Proposal Four.
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION.  UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH AMENDMENT UNLESS A CONTRARY VOTE IS SPECIFIED.
 


SOLICITATION
 
The cost of preparing and soliciting proxies will be borne by the Company.  Solicitation will be made primarily by mail, but Shareholders may be solicited by telephone, e-mail, or personal contact.
 
OTHER MATTERS
 
No other matters are expected to be presented for action at the Meeting.  Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.
 
By Order of the Directors  
       
 
/s/ Ioannis Zafirakis
  
   Ioannis Zafirakis  
   Secretary  
 
October 8, 2007
Athens, Greece


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
DIANA SHIPPING INC.
(registrant)
 
Dated:  October 18, 2007
By:
/s/ Anastassis Margaronis
  
   
Anastassis Margaronis
  
   
President