SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The Annual and Special Meeting of Shareholders of TMC the metals company Inc. (the “Company”) was held in a virtual format on May 31, 2022 at 10:00 a.m. EDT (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved the Company’s 2021 Employee Stock Purchase Plan, which provides eligible employees with an opportunity to purchase the Company’s common shares at a discount, on a tax-favored basis, through regular payroll deductions in compliance with Section 423 of the Internal Revenue Code of 1986. There are 5,254,324 common shares reserved for issuance under the 2021 Employee Stock Purchase Plan, which amount is subject to increase or adjustment as set forth in the 2021 Employee Stock Purchase Plan. The Company’s executive officers are eligible to participate in the 2021 Employee Stock Purchase Plan.
The foregoing summary of the 2021 Employee Stock Purchase Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2021 Employee Stock Purchase Plan, filed hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The actions set forth below were taken at the Annual Meeting. Of the Company’s 226,780,843 common shares outstanding and eligible to vote as of the record date of April 4, 2022, a quorum of more than two shareholders representing 141,068,581 shares, or 62.2% of the eligible shares, was present or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 14, 2022.
|1.||Set the number of directors at 8.|
|Votes For||Votes Against||Votes Abstained|
|2.||Election of the following directors of the Company, to serve until the Company’s 2023 annual meeting of shareholders and until their respective successors have been elected and qualified.|
|Votes For||Votes Withheld||Broker Non-Votes|
|3.||Approval of the Company’s 2021 Employee Stock Purchase Plan.|
|Votes For||Votes Against||Votes Abstained||Broker Non-Votes|
|4.||Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.|
|Votes For||Votes Withheld|
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
|10.1||TMC the metals company Inc. 2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.1 of TMC the metals company Inc.’s registration statement on Form S-8, filed with the Commission on May 31, 2022 (File No. 333-265318)).|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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 hereunto duly authorized.
|TMC THE METALS COMPANY INC.|
|Date: June 2, 2022||By:||/s/ Gerard Barron|
|Title:||Chief Executive Officer|