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 5, 2018
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.) |
5215 West Laurel Street
Tampa, Florida 33607
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
Odyssey Marine Exploration, Inc. (“Odyssey”) held an annual meeting of stockholders on June 5, 2018, for the purpose of considering and acting upon the following matters:
| • | to elect six directors of the Corporation 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 Ferlita, Walsh, Gonzalez & Rodriguez, P.A. as our independent registered public accounting firm (the “Ratification Proposal”); |
| • | to hold a non-binding advisory vote to approve named executive officer compensation (the “Compensation Proposal”); and |
| • | to transact such other business as may properly come before the meeting or at any adjournment or adjournments thereof. |
No other business came before the meeting.
Voting Results
Election Proposal
With respect to the Election Proposal, the six individuals named below were elected to serve as directors in accordance with the following vote:
|
Nominee |
For |
Withheld | ||
| John C. Abbott | 2,660,486 | 230,228 | ||
| Mark D. Gordon | 2,825,091 | 65,623 | ||
| Mark B. Justh | 2,863,081 | 27,633 | ||
| James S. Pignatelli | 2,865,229 | 25,485 | ||
| Jon D. Sawyer | 2,850,287 | 40,427 | ||
| Gregory P. Stemm | 2,740,052 | 150,662 | ||
Ratification Proposal
With respect to the Ratification Proposal, the results of the vote were as follows:
|
For |
Against |
Abstain | ||
| 6,983,719 |
232,840 | 63,740 |
Compensation Proposal
With respect to the Compensation Proposal, the results of the vote were as follows:
|
For |
Against |
Abstain | ||
| 2,784,931 |
90,595 | 15,188 |
Broker Non-Votes
There were broker non-votes with respect to the Election 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.
| ODYSSEY MARINE EXPLORATION, INC. | ||||||
| Dated: June 6, 2018 | By: | /s/ Mark D. Gordon | ||||
| Mark D. Gordon | ||||||
| President and Chief Executive Officer | ||||||