UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
 Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 17, 2020

GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	001-33393	98-043-9758	
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)	

299 Park Avenue
12th Floor	 	 
10171	
(Address of principal executive offices)	 	(Zip code)	

Registrant’s telephone number, including area code:  (646) 443-8550

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of exchange on which registered	
Common stock, par value $0.01 per share	GNK	New York Stock Exchange (NYSE)	

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	

On March 17, 2020, Daniel Y. Han, a director of Genco Shipping & Trading Limited (the “Company”), resigned as a director effective as of the convening of the 2020 annual shareholders’ meeting.  Mr. Han stated that his departure did not reflect any disagreement with the Company.

As reflected in the preliminary proxy statement of the Company filed with the U.S. Securities and Exchange Commission today, the Company’s Board of Directors (the “Board”) intends to reduce its size to eight members, subject to shareholder approval and effectiveness of an amendment to the Company’s Second Amended and Restated Articles of Incorporation that would allow the Board to determine its size.  In furtherance of the foregoing, the Board, which is currently comprised of nine directors, has proposed eight candidates for election at the annual shareholders’ meeting.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	GENCO SHIPPING & TRADING LIMITED	
 	 	
 	DATE:  March 20, 2020	
 	 	
 	/s/ Apostolos Zafolias	 	
 	Apostolos Zafolias	
 	Chief Financial Officer	

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