0001798562 false TMC the metals Co Inc. 00-0000000 0001798562 2022-05-31 2022-05-31 0001798562 TMC:TMCCommonShareswithoutparvalueMember 2022-05-31 2022-05-31 0001798562 TMC:RedeemablewarrantseachwholewarrantexercisableforoneTMCCommonShareeachatanexercisepriceofdollar1150pershareMember 2022-05-31 2022-05-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the 

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 31, 2022




(Exact name of registrant as specified in its charter)



British Columbia, Canada 001-39281 Not Applicable
(State or other jurisdiction of
(Commission File Number) (IRS Employer
Identification No.)
595 Howe Street, 10th Floor
Vancouver, British Columbia
  V6C 2T5
(Address of principal executive
  (Zip Code)


Registrant’s telephone number, including area code: (604) 631-3115


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:


¨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

TMC Common Shares without par value   TMC   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share   TMCWW   The Nasdaq Stock Market LLC


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 x


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 5.02.             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 
 140,675,694    307,876    85,011 


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 
Gerard Barron   114,035,721    140,639    26,892,221 
Andrew Hall   113,954,224    222,136    26,892,221 
Sheila Khama   113,554,189    622,171    26,892,221 
Andrei Karkar   113,607,608    568,752    26,892,221 
Christian Madsbjerg   113,966,658    209,702    26,892,221 
Kathleen McAllister   114,046,677    129,683    26,892,221 
Amelia Siamomua   113,960,980    215,380    26,892,221 
Gina Stryker   113,547,389    628,971    26,892,221 


3.Approval of the Company’s 2021 Employee Stock Purchase Plan.


Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
 92,002,240    1,292,349    20,881,771    26,892,221 


4.Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.


Votes For   Votes Withheld 
 140,871,801    196,780 





Item 9.01.           Financial Statements and Exhibits.


(d)            Exhibits.


Exhibit No.         Description


10.1TMC 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)).


104Cover 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.


Date: June 2, 2022 By: /s/ Gerard Barron
  Name: Gerard Barron
  Title: Chief Executive Officer