Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2021, Genco Shipping & Trading Limited (the "Company") entered into a letter agreement (the "Letter Agreement") with certain investment funds affiliated with Centerbridge Partners L.P. (the "Investors") with regard to nominees to the Company's Board of Directors (the "Board"). Under a stock purchase agreement (the "Purchase Agreement"), effective as of October 4, 2016 that the Company entered into with the Investors, the Investors have the right, subject to certain conditions, to designate one individual for nomination for election to the Board if they beneficially own at least 12.5% of the Company's total outstanding common stock and two such individuals if they beneficially own at least 25% of our total outstanding common stock. Under the Letter Agreement, the Board is to nominate two such individuals designated by the Investors for election to the Board if the Investors beneficially own at least 15% of our total outstanding common stock, and the Investors are to cause one of such two individuals promptly to offer their resignation from the Board upon Genco's request if the Investors cease to beneficially own at least 15% of our total outstanding common stock.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

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

On March 19, 2021, the Company's Board appointed Karin Y. Orsel as a director of the Company effective March 22, 2021 to fill a vacancy on the Board resulting from the resignation of Christoph Majeske on December 15, 2020 as previously reported. The Board also appointed Ms. Orsel to serve on the Nominating and Corporate Governance Committee of the Board.

Ms. Orsel, age 51, is a shipping executive and entrepreneur with over 33 years of experience in the industry. She serves as the Chief Executive Officer of MF Shipping Group, a company she founded in 1994 that provides technical management services to a fleet of over 50 vessels, including oil product and chemical tankers, multipurpose vessels, self-unloaders, and cement carriers. In connection with these activities, she has acted as a managing director of a number of ship owning companies. She began her career in the shipping industry at the age of 18 with Sandfirden Rederij B.V., where she served as a financial manager. Ms. Orsel is active in shipping industry organizations, currently serving as President of Koninklijke Vereniging van Nederlandse Reders (the Royal Association of Netherlands Ship-owners), a board member of the International Chamber of Shipping (ICS), a member of the Executive Committee of the International Association of Independent Tanker Owners (INTERTANKO), a Trustee of International Seafarers Welfare and Assistance Network (ISWAN), a member of the Board of Directors of Baltic and International Maritime Counsel (BIMCO), and an Ambassador for the Women's International Shipping and Trading Association. She earned a Bachelor of Arts in Economic & Administrative Education from Winschoter College in the Netherlands. As a result of these and other professional experiences, Genco believes Ms. Orsel possesses knowledge and experience regarding the shipping industry, finance, and general business matters that strengthen the Board's collective qualifications, skills and experience. Ms. Orsel was recommended to serve on the Board by Kathleen C. Haines, a director of the Company.

The term of Ms. Orsel as a director expires at the Company's 2021 Annual Meeting of Shareholders. Ms. Orsel is eligible for Board and committee fees as well as equity awards under the Company's Amended and Restated 2015 Equity Plan as described under the heading "Director Compensation" in the preliminary proxy statement of the Company filed with the U.S. Securities and Exchange Commission on March 22, 2021, which information is incorporated herein by reference.

Ms. Orsel is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K or any arrangement or understanding with any other person pursuant to which she was selected as a director.

Also, on March 21, 2021, Arthur L. Regan indicated that he will resign as Chairman of the Board upon completion of the 2021 Annual Meeting of Shareholders and remain as a director. James G. Dolphin, currently a director, will become Chairman of the Board.

Item 9.01 Financial Statements and Exhibits.



(d)        Exhibits



Exhibit No. Description



  10.1      Letter Agreement by and among Genco Shipping & Trading Limited,
            Centerbridge Partners L.P., and the Investors named therein, dated
            March 22, 2021
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)


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