Form 8-K - Current report

ODYSSEY MARINE EXPLORATION, INC.

Dated: June 11, 2024

/s/ Mark D. Gordon

Mark D. Gordon

Chief Executive Officer

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): June 10, 2024

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-31895

84-1018684

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

205 S. Hoover Blvd.

Suite 210

Tampa, Florida 33609

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (813) 876-1776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

OMEX

NASDAQ Capital Market

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

General

On June 10, 2024, Odyssey Marine Exploration, Inc. (the “Company”) held its Annual Meeting of Stockholders for the purpose of considering and acting upon the following matters:

•

to elect four directors of the Company to serve until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified (the “Election Proposal”);

•

to ratify the appointment of Grant Thornton LLP as our independent registered certified public accounting firm for the fiscal year ending December 31, 2024 (the “Ratification Proposal”);

•

to amend the Company’s 2019 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by 2,000,000 shares (the “Plan Proposal”);

•

to obtain non-binding advisory approval of the compensation of our named executive officers (the “Compensation Proposal”); and

•

to transact such other business as may properly come before the meeting and at any adjournments or postponements thereof.

No other business came before the meeting.

Voting Results

Election Proposal

With respect to the Election Proposal, the four individuals named below were elected to serve as directors in accordance with the following vote:


Nominee	For	Withheld
Mark D. Gordon	8,709,123	304,648
Mark B. Justh	8,748,545	265,226
Jon D. Sawyer	8,742,457	271,314
Todd E. Siegel	8,557,161	456,610

Ratification Proposal

With respect to the Ratification Proposal, the results of the vote were as follows:


For	Against	Abstain
13,732,076	806,710	12,442

Plan Proposal

With respect to the Plan Proposal, the results of the vote were as follows:


For	Against	Abstain
7,135,370	1,807,865	70,536

Compensation Proposal

With respect to the Compensation Proposal, the results of the vote were as follows:


For	Against	Abstain
8,553,127	406,692	53,952

Broker Non-Votes

There were 5,537,457 broker non-votes with respect to the Election Proposal, the Plan Proposal and the Compensation Proposal. Broker non-votes were not relevant to the Ratification Proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document and Entity Information	Jun. 10, 2024
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000798528
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	ODYSSEY MARINE EXPLORATION, INC.
Entity Incorporation State Country Code	NV
Entity File Number	001-31895
Entity Tax Identification Number	84-1018684
Entity Address, Address Line One	205 S. Hoover Blvd.
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33609
City Area Code	(813)
Local Phone Number	876-1776
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	OMEX
Entity Emerging Growth Company	false