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 April 2008
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
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March
31, 2008
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 Hotel Baur au Lac, Talstrasse 1, 8001
Zurich, Switzerland on May 6, 2008 at 4:00 p.m.
At
this Annual Meeting (the “Meeting”), Shareholders of the Company will consider
and vote upon proposals:
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1
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To
elect two Class III Directors to serve until the 2011 Annual Meeting of
Shareholders (“Proposal One”);
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2.
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To
approve the appointment of Ernst & Young (Hellas) as the Company’s
independent auditors for the fiscal year ending December 31, 2008
(“Proposal Two”);
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3.
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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”);
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4.
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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
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5.
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To
transact other such business as may properly come before the Meeting or
any adjournment thereof.
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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
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DIANA
SHIPPING INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
May
6, 2008
NOTICE
IS HEREBY given that the Annual Meeting of the Shareholders of Diana Shipping
Inc. (the “Company”) will be held on May 6, 2008 at 4:00 p.m., at the Hotel Baur
au Lac, Talstrasse 1, 8001 Zurich, Switzerland, for the following purposes, of
which items 1, 2, 3 and 4 are more completely set forth in the accompanying
Proxy Statement:
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1
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To
elect two Class III Directors to serve until the 2011 Annual Meeting of
Shareholders;
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2.
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To
approve the appointment of Ernst & Young (Hellas) as the Company’s
independent auditors for the fiscal year ending December 31,
2008;
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3.
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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;
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4.
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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;
and
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5.
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To
transact other such business as may properly come before the Meeting or
any adjournment thereof.
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The
Board of Directors has fixed the close of business on March 24, 2008 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
March
31, 2008
Athens,
Greece
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DIANA
SHIPPING INC.
16
PENDELIS STR.
175
64 PALAIO FALIRO
ATHENS
GREECE
______________________
PROXY
STATEMENT FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 6, 2008
________________________
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
Hotel Baur au Lac, Talstrasse 1, 8001 in Zurich, Switzerland on May 6, 2008 at
4:00 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 March 31, 2008.
VOTING RIGHTS AND
OUTSTANDING SHARES
On
March 24, 2008 (the “Record Date”), the Company had outstanding 74,450,500
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 Boris Nachamkin and Apostolos Kontoyannis, each a Class
III Director, for re-election as directors whose term would expire at the 2011
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:
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Name
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Age
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Position
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Boris
Nachamkin
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74
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Class
III Director
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Apostolos
Kontoyannis
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59
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Class
III Director
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Boris
Nachamkin has served as a
Director and as a member of our Compensation Committee since March 2005.
Mr. Nachamkin was with Bankers Trust Company, New York, for 37 years,
from 1956 to 1993 and was posted to London in 1968. Upon retirement in 1993, he
acted as Managing Director and Global Head of Shipping at Bankers Trust.
Mr. Nachamkin was also the UK Representative of Deutsche Bank Shipping from
1996 to 1998 and Senior Executive and Head of Shipping, based in Paris, for
Credit Agricole Indosuez between 1998 and 2000. Previously, he was a Director of Mercur
Tankers, a company which was listed on the Oslo Stock Exchange, and Ugland
International, a shipping company. He also serves as Managing Director of
Seatrust Shipping Services Ltd., a private consulting
firm.
Apostolos
Kontoyannis has served as a
Director and as the Chairman of our Compensation Committee and a member of our
Audit Committee effective as since March 2005. Since 1987, Mr. Kontoyannis
has been the Chairman of Investments and Finance Ltd., a financial
consultancy firm he founded, that specializes in financial and structuring
issues relating to the Greek maritime industry, with offices in Piraeus and
London. He was employed by Chase Manhattan Bank N.A. in Frankfurt (Corporate
Bank), London (Head of Shipping Finance South Western European Region) and
Piraeus (Manager, Ship Finance Group) from 1975 to 1987. Mr. Kontoyannis
holds a bachelors degree in Finance and Marketing and an M.B.A. in Finance from
Boston University.
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,
2008.
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, 2008. 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:
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N.
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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.
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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
March
31, 2008
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)
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Dated: April
7, 2008
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By:
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/s/ Anastassis
Margaronis
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Anastassis
Margaronis
President
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SK 23159 0002
871661