FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of June 2010
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 99.1 is the Notice of Annual Meeting and
Proxy Statement of Diana Shipping Inc. ("the Company").
Attached
to this report on Form 6-K as Exhibit 99.2 is the Proxy Card of the
Company.
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: June
22, 2010
|
By:
|
/s/
Anastasios Margaronis
|
|
Anastasios
Margaronis
|
||
|
President
|
Exhibit
99.1
June 22,
2010
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 Kempinski, Ciragan Caddesi
32, Besiktas, 34349 Istanbul, Turkey on August 4, 2010 at 12:00
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:
|
|
1
|
To
elect two Class II Directors to serve until the 2013 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, 2010
("Proposal Two"); and
|
|
|
3.
|
To
transact other such business as may properly come before the Meeting or
any adjournment thereof.
|
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.
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, IF YOU HAVE ELECTED TO
RECEIVE YOUR PROXY MATERIALS BY MAIL, PLEASE DATE, SIGN AND RETURN THE PROXY
CARD TO BE MAILED TO YOU ON OR ABOUT JUNE 22, 2010, WHICH DOES NOT REQUIRE
POSTAGE IF MAILED IN THE UNITED STATES. ANY SIGNED PROXY RETURNED AND
NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT. IF YOU RECEIVED YOUR PROXY MATERIALS OVER THE INTERNET, PLEASE VOTE
BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU WILL RECEIVE IN THE
MAIL. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION
WILL BE APPRECIATED.
|
Very
truly yours,
|
|
|
Simeon
P. Palios
|
|
|
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
August
4, 2010
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
August 4, 2010 at 12:00 p.m., at the Ciragan Palace Kempinski, Ciragan Caddesi
32, Besiktas, 34349 Istanbul, Turkey, (the "Meeting") for the following
purposes, of which items 1 and 2 are more completely set forth in the
accompanying Proxy Statement:
|
|
1
|
To
elect two Class II Directors to serve until the 2013 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, 2010;
and
|
|
|
3.
|
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 June 15, 2010 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
|
June 22,
2010
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 AUGUST 4, 2010
________________________
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 Ciragan Palace Kempinski, Ciragan Caddesi 32,
Besiktas, 34349 Istanbul, Turkey on August 4, 2010 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 the Shareholders of the Company entitled to vote at
the Meeting on or about June 22, 2010.
VOTING RIGHTS AND
OUTSTANDING SHARES
On June
15, 2010 (the "Record Date"), the Company had outstanding 81,953,549 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 William (Bill) Lawes and Konstantinos Psaltis, each a Class II
Director, for re-election as directors whose term would expire at the 2013
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 may recommend.
Nominees
for Election to the Company's Board
Information
concerning the nominees for directors of the Company is set forth
below:
|
Name
|
Age
|
Position
|
|
William
(Bill) Lawes
|
66
|
Class
II Director
|
|
Konstantinos
Psaltis
|
71
|
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. Since December 2007, he serves as an independent member of the Board of
Directors and Chairman of the Audit Committee of Teekay Tankers Ltd. 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 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.
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, 2010.
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, 2010. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES
RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL 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
|
|
|
Ioannis
G. Zafirakis
|
|
|
Secretary
|
June 22,
2010
Athens,
Greece
Exhibit
99.2
