Current Report Filing (8-k)
August 06 2020 - 4:07PM
Edgar (US Regulatory)
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): August 3, 2020
ODYSSEY MARINE EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-31895
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84-1018684
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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205 S. Hoover Blvd.
Suite 210
Tampa, Florida
33609
(Address of Principal Executive Offices and Zip Code)
Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.0001 per share
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OMEX
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NASDAQ Capital Market
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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On August 3, 2020, the Companys Board
of Directors, upon the recommendation of the Compensation Committee, approved an amendment to Mr. Gordons employment agreement to modify the term of his 41,667 performance-based restricted stock units (RSUs) by extending the
expiration date of the RSUs by one year, to October 1, 2021. On August 3, 2020, the Company and Mr. Gordon executed an amendment to Mr. Gordons employment agreement to reflect the extended termination date of the RSUs.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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General
Odyssey held the Annual Meeting
for the purpose of considering and acting upon the following matters:
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to elect six 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);
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to ratify the appointment of Warren Averett, LLC, as our independent registered certified public accounting firm
for the fiscal year ending December 31, 2020 (the Ratification Proposal);
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to obtain non-binding advisory approval of the compensation of our named
executive officers (the Compensation Proposal); and
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to transact such other business as may properly come before the meeting and at any adjournments or postponements
thereof.
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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:
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Nominee
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For
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Withheld
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John C. Abbott
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3,379,893
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180,014
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Laura L. Barton
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3,413,471
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146,436
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Mark D. Gordon
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3,439,484
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120,423
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Mark B. Justh
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3,477,967
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81,940
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James S. Pignatelli
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3,474,026
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85,881
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Jon D. Sawyer
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3,411,786
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148,121
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Ratification Proposal
With respect to the Ratification Proposal, the results of the vote were as follows:
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For
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Against
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Abstain
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7,276,076
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100,558
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93,010
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Compensation Proposal
With respect to the Compensation Proposal, the results of the vote were as follows:
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For
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Against
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Abstain
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3,426,727
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92,899
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40,281
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Broker Non-Votes
There were 3,909,737 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.
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ODYSSEY MARINE EXPLORATION, INC.
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Dated: August 6, 2020
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By:
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/s/ Jay A. Nudi
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Jay A. Nudi
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Chief Financial Officer
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