TMC the metals Co Inc. 8-K

What Happened

• TMC the metals Co Inc. filed an 8-K on May 29, 2026 reporting results from its annual meeting held May 28, 2026 (record date April 2, 2026). A quorum of 213,376,047 shares (49.3% of 433,188,187 outstanding shares) was present or represented by proxy.
• Shareholders voted to set the board size at ten directors and elected the following directors to serve until the 2027 annual meeting: Gerard Barron; Andrew Greig; Andrew Hall; Michael Hess; Stephen Jurvetson; Andrei Karkar; Sheila Khama; Christian Madsbjerg; Brendan May; and Alex Spiro.
• Ernst & Young LLP was appointed as the company’s independent registered public accounting firm for fiscal 2026. Shareholders also cast non-binding advisory votes on executive compensation and the frequency of future advisory votes.

Key Details

• Quorum & record date: 213,376,047 shares present (49.3% of 433,188,187 outstanding); record date April 2, 2026.
• Board size and director elections: Board set at 10 directors. Director vote tallies showed strong majorities (For votes ranged approximately 211.85M–212.67M; Withheld votes up to ~1.51M).
• Auditor appointment: Ernst & Young LLP appointed (Votes For: 212,951,132; Withheld: 424,915).
• Say-on-pay and frequency: Advisory “say-on-pay” passed (For: 209,030,109; Against: 3,179,431; Abstained: 1,166,507). Shareholders selected a two-year advisory vote frequency (votes for 2 years: 184,853,982 — a majority of votes cast); next advisory say-on-pay will be at the 2028 annual meeting.

Why It Matters

• Board and governance: Investors have confirmed the company’s board slate and set board size at ten, preserving current governance leadership and continuity through 2027. Vote tallies show broad support but some withheld votes indicate areas of shareholder dissent to monitor.
• Audit oversight: Reappointing Ernst & Young signals continuity in external audit oversight for 2026.
• Executive pay oversight: The advisory say-on-pay passed and shareholders chose to hold the next advisory compensation vote every two years (next in 2028), which reduces the frequency of investor say-on-pay votes compared with an annual schedule.
• Procedural note: No broker non-votes occurred because nominees did not have discretionary authority to vote unvoted street-name shares.