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 2009
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): [ ].
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
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): [ ].
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
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, proxy statement and proxy
card of Diana Shipping Inc.
Exhibit
1
March 31,
2009
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 Le Meridien Limassol, Old Limassol, Nicosia
Road, Limassol 3308, Cyprus on May 5, 2009 at 1:00 p.m.
At this
Annual Meeting (the “Meeting”), holders of shares of the Company’s common stock
(the “Shareholders”) will consider and vote upon proposals:
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1.
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To
elect three Class I Directors to serve until the 2012 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, 2009
(“Proposal Two”); and
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3.
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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 vote of a majority of the votes cast at the
Meeting. Adoption of Proposal Two requires the vote of a majority of
the votes cast 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,
Simeon P.
Palios
Chief Executive Officer
Chief Executive Officer
_____________________________________________________________________________________________________________
16,
Pendelis Str., 175 64 Palaio Faliro, Athens, Greece
Tel: +
(30) (210) 947-0100, Fax: + (30) (210) 947-0101
e-mail:
ir@dianashippinginc.com –
www.dianashippinginc.com
DIANA
SHIPPING INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
May
5, 2009
NOTICE IS
HEREBY given that the Annual Meeting of the holders of shares of common stock
(the “Shareholders”) of Diana Shipping Inc. (the “Company”) will be held on May
5, 2009 at 1:00 p.m., at the Le Meridien Limassol, Old Limassol, Nicosia Road,
Limassol 3308, Cyprus, (the “Meeting”) for the following purposes, of which
items 1 and 2 are more completely set forth in the accompanying Proxy
Statement:
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1.
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To
elect three Class I Directors to serve until the 2012 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, 2009;
and
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3.
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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 20, 2009 as the record
date for the determination of the Shareholders entitled to receive notice and to
vote at the Meeting or any adjournment thereof.
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.
If you
attend the Meeting, you may revoke your proxy and vote in person.
BY ORDER
OF THE BOARD OF DIRECTORS
Ioannis
G. Zafirakis
Secretary
March 31,
2009
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 MAY 5, 2009
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of the board of directors (the “Board”) of
Diana Shipping Inc., a Marshall Islands corporation (the “Company”), for use at
the Annual Meeting of holders of shares of common stock of the Company (the
“Shareholders”) to be held at the Le Meridien Limassol, Old Limassol, Nicosia
Road, Limassol 3308, Cyprus on May 5, 2009 at 1:00 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
the Shareholders of the Company entitled to vote at the Meeting on or about
March 31, 2009.
VOTING RIGHTS AND
OUTSTANDING SHARES
On March
20, 2009 (the “Record Date”), the Company had outstanding 75,427,651 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 33 1/3 per cent of the total voting rights of the Company
present in person or by proxy at the Meeting shall constitute 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 has
nominated Simeon P. Palios, Anastassis C. Margaronis and Ioannis G. Zafirakis,
each a Class I Director, for re-election as directors whose term would expire at
the 2012 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 three 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 may recommend.
Nominees
for Election to the Company’s Board
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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Simeon
P. Palios
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68
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Class
I Director
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Anastassis
C. Margaronis
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54
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Class
I Director
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Ioannis
G. Zafirakis
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38
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Class
I Director
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Simeon P. Palios has served as
our Chief Executive Officer and Chairman since February 21, 2005 and as a
Director since March 9, 1999. Mr. Palios also serves as an employee of Diana
Shipping Services S.A., or DSS. Prior to November 12, 2004, Mr. Palios
was the Managing Director of Diana Shipping Agencies S.A. and performed on our
behalf the services he now performs as Chief Executive Officer. Since 1972, when
he formed Diana Shipping Agencies, Mr. Palios has had the overall
responsibility of our activities. Mr. Palios has 40 years experience in the
shipping industry and expertise in technical and operational issues. He has
served as an ensign in the Greek Navy for the inspection of passenger boats on
behalf of Ministry of Merchant Marine and is qualified as a naval architect and
engineer. Mr. Palios is a member of various leading classification
societies worldwide and he is a member of the board of directors of the United
Kingdom Freight Demurrage and Defense Association Limited. He holds a bachelor’s
degree in Marine Engineering from Durham University.
Anastassis C. Margaronis has
served as our President and as a Director since February 21, 2005.
Mr. Margaronis also serves as an employee of DSS. Prior to
February 21, 2005, Mr. Margaronis was employed by Diana Shipping
Agencies S.A. and performed on our behalf the services he now performs as
President. He joined Diana Shipping Agencies in 1979 and has been responsible
for overseeing our insurance matters, including hull and machinery, protection
and indemnity and war risks cover. Mr. Margaronis has 27 years of
experience in shipping, including in ship finance and insurance. He is a member
of the Governing Council of the Greek Shipowner’s Union and a member of the
board of directors of the United Kingdom Mutual Steam Ship Assurance Association
(Bermuda) Limited. He holds a bachelor’s degree in Economics from the University
of Warwick and a master’s of science degree in Maritime Law from the Wales
Institute of Science and Technology.
2
Ioannis G. Zafirakis has
served as our Executive Vice President and Secretary since February 14, 2008, as
our Vice President and Secretary since February 21, 2005 and as a Director
since March 9, 1999. Mr. Zafirakis also serves as an employee of DSS.
Prior to February 21, 2005, Mr. Zafirakis was employed by Diana
Shipping Agencies S.A. and performed on our behalf the services he now performs
as Executive Vice President. He joined Diana Shipping Agencies S.A. in 1997
where he held a number of positions in its finance and accounting department. He
holds a bachelor’s degree in Business Studies from City University Business
School in London and a master’s degree in International Transport from the
University of Wales in Cardiff.
Audit
Committee. The Company’s Board has established an Audit
Committee, consisting of two members, which is responsible for reviewing the
Company’s accounting controls, recommending to the Board 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. Adoption of Proposal One requires the vote of a majority
of the votes cast at the Meeting.
Effect of
abstentions. Abstentions will not affect the vote on Proposal
One.
THE
BOARD 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.
3
PROPOSAL
TWO
APPROVAL
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
The Board
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, 2009.
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. Adoption of Proposal Two requires the vote of a majority
of the votes cast at the Meeting.
Effect of
abstentions. Abstentions will not affect the vote on Proposal
Two.
THE
BOARD 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, 2009. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES
RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY
VOTE IS SPECIFIED.
4
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
Ioannis
G. Zafirakis
Secretary
March 31,
2009
Athens,
Greece
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Before
completing this form, please read carefully the notes on the reverse
side.
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Please
mark your votes as indicated in this example
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x |
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The
proxy is to vote in respect of the resolutions mentioned below as
follows:
Please
mark one box with an “X” for each resolution.
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1.
Election of Class I Directors for
three-year
terms
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FOR
ALL
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WITHHOLD
FOR
ALL
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*EXCEPTIONS
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FOR
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AGAINST
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ABSTAIN
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o
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o
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(a) Simeon P.
Palios
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Proposal
Two
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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,
2009.
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(b)
Anastassis C. Margaronis
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(c)
Ioannis G. Zafirakis
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(INSTRUCTIONS:
To withhold authority to vote for any individual nominee, mark the
“Exceptions”
box above and write that nominee’s name in the space provided
below.)
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*Exceptions
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The
proxy may vote as he thinks fit or abstain from voting (i) in respect of
the resolutions for which no indication has been given as to how the proxy
must vote and (ii) on any other business or resolution (including
amendments to resolutions) which may properly come before the meeting or
any adjournment of it.
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Mark Here for Address Change or Comments SEE
REVERSE
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Signature
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Signature
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Date
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NOTE:
Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as
such.
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▲ FOLD AND DETACH HERE
▲
WE
ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH
ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet
and telephone voting is available through 11:59 PM Eastern Time
the day
prior to the annual meeting day.
47308
DIANA
SHIPPING INC.
ANNUAL
GENERAL MEETING – PROXY FORM
I/We,__________________________________________________________________________________________________
of
_____________________________________________________________________________________________________
being (a)
shareholder(s) of Diana Shipping Inc. hereby appoint the Chairman of the
meeting
or
_______________________________________________________________________________________________________
of
______________________________________________________________________________________________________
as my/our
proxy to vote in my/our name(s) and on my/our behalf at the Annual General
Meeting of the Company to be held on 5 May 2009 and at any adjournment
thereof.
PLEASE
COMPLETE IN BLOCK CAPITALS.
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Address
Change/Comments
(Mark the corresponding box on the reverse side) |
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BNY MELLON
SHAREOWNER SERVICES
P.O. BOX 3550 SOUTH HACKENSACK, NJ 07606-9250 |
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(Continued and to be marked, dated and
signed, on the other side)
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▲ FOLD AND
DETACH HERE ▲
Notes on
completion of the form of proxy:
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1.
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To
elect three Class I Directors to serve until the 2012 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 Companyʼs
independent
auditors for the fiscal year ending December 31, 2009 (“Proposal
Two”);
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof;
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4.
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The
time of the meeting is 1:00 p.m. local time in Limassol, Cyprus on 5 May
2009 which is 11:00 a.m. London time and 6:00 a.m. New York time on the
same date; and
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5.
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Any
alterations made to this proxy form should be
initialed.
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Choose MLinkSM for fast, easy and secure 24/7
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47308
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
3, 2009
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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 983225