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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):
September 27, 2022
TMC THE METALS COMPANY
INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
001-39281 |
Not
Applicable |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
595 Howe Street,
10th Floor
Vancouver,
British Columbia |
|
V6C 2T5 |
(Address of principal executive
offices) |
|
(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.
(b) On September 27, 2022, Gina Stryker, who had served on the
Board of Directors (the “Board”) of TMC the metals company Inc.
(the “Company”) since the closing of the Company’s business
combination transaction in September 2021 and was a member of the
Audit Committee of the Board, resigned from the Board. Her
resignation was not the result of any disagreement with the Company
relating to the Company’s operations, policies or practices. The
Company thanks Ms. Stryker for her service and contributions to the
Board and the Company.
Current independent director Sheila Khama was appointed to serve on
the Audit Committee of the Board following Ms. Stryker’s
resignation from the Board.
(d) On
September 29, 2022, the Board appointed Andrew C. Greig to
the Board, for a term to continue until the 2023 annual meeting of
the Company’s shareholders or until his earlier death, resignation
or removal.
Mr. Greig, age 65, has 35 years of experience in the mining and
natural resource industry with Bechtel Group Inc., a global
engineering, construction and project management company, before
his retirement in 2015. He brings direct experience in developing
minerals, resource, power, refining, and chemical projects in 20
countries across six continents. Mr. Greig was formerly a director
and then board observer of legacy DeepGreen Metals, Inc. A resident
of Australia, Mr. Greig earned a graduate diploma in business from
Monash University, Melbourne.
Pursuant
to the Company’s Nonemployee Director Compensation Policy, Mr.
Greig was granted 95,238 restricted stock units under the Company’s
2021 Equity Incentive Plan, the amount of which was determined by
dividing $100,000 by the closing price of the Company’s Common
Shares on the Nasdaq Stock Market on September 30, 2022. The
restricted stock units will vest in equal annual
installments over three years from the date of the grant, subject
to Mr. Greig’s continued service on the Board on the applicable
vesting dates. Mr. Greig has also entered into the Company’s
standard form of indemnity agreement, the form of which was filed
as Exhibit 10.18 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 15,
2021.
There are
no arrangements or understandings between Mr. Greig and any other
person pursuant to which Mr. Greig was selected as a director, nor,
except as set forth below, are there any transactions between Mr.
Greig and the Company in which he has a direct or indirect material
interest that the Company is required to report pursuant to the
rules and regulations of the Securities and Exchange Commission. In
addition to the restricted stock units referred to above Mr. Greig
will receive in connection with his appointment to the Board, Mr.
Greig owns 4,095,827 of the Company’s Common Shares, 89,365 of the
Company’s Class A Special Shares, 178,729 of the Company’s Class B
Special Shares, 178,729 of the Company’s Class C Special
Shares, 357,459 of the Company’s Class D Special Shares, 357,459 of
the Company’s Class E Special Shares, 357,459 of the Company’s
Class F Special Shares, 446,824 of the Company’s Class G Special
Shares and 446,824 of the Company’s Class H Special Shares, which
are registered on the Company’s Registration Statement on Form S-1
initially filed with the Securities and Exchange Commission on
October 7, 2021, as amended, pursuant to the Company’s Amended and
Restated Registration Rights Agreement, dated September 9, 2021,
which was filed as Exhibit 10.5 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on
September 15, 2021, to which Mr. Greig is a party, and options to
purchase 716,916 of the Company’s Common Shares, all of which were
received by Mr. Greig upon closing of the Company’s business
combination transaction in September 2021 in exchange for his
former security ownership of legacy DeepGreen Metals, Inc.
SIGNATURES
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:
October 3, 2022 |
By: |
/s/
Gerard Barron |
|
Name: |
Gerard
Barron |
|
Title: |
Chief
Executive Officer |
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