ODYSSEY MARINE EXPLORATION INC 8-K

What Happened

• Odyssey Marine Exploration, Inc. held its Annual Meeting of Stockholders on June 1, 2026 and filed an 8-K reporting the vote results. Five director nominees were elected: Mark D. Gordon (22,081,067 For / 561,139 Withheld), Mark B. Justh (21,787,427 For / 854,779 Withheld), Larissa T. Pommeraud (22,011,589 For / 630,617 Withheld), Jon D. Sawyer (21,979,092 For / 663,114 Withheld) and Todd E. Siegel (21,972,228 For / 669,978 Withheld).
• Stockholders ratified Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal 2026 (For 35,169,107; Against 281,343; Abstain 383,495).
• Shareholders approved amendments to the company’s charter to increase authorized common stock (For 31,871,707; Against 3,514,241; Abstain 447,997) and approved a reverse stock split in the range of 1-for-20 to 1-for-25 (For 31,683,294; Against 3,685,661; Abstain 464,990).
• The company’s 2019 Stock Incentive Plan was amended to add 2,000,000 shares (Plan Proposal: For 20,934,966; Against 1,558,840; Abstain 148,400). The advisory vote on named executive officer compensation passed (For 21,172,628; Against 1,024,128; Abstain 445,450).
• There were 13,191,739 broker non-votes for the director elections, the stock plan increase, and the advisory compensation vote; there were zero broker non-votes for the authorized capitalization and reverse split proposals.

Key Details

• Authorized common stock increased: from 75,000,000 to 82,000,000 shares (Articles Amendment approved).
• Stock Incentive Plan increase: +2,000,000 shares authorized under the 2019 plan (Plan Proposal approved by vote listed above).
• Reverse stock split approved: shareholder approval to implement a reverse split in a ratio between 1-for-20 and 1-for-25.
• Auditor ratified: Grant Thornton LLP approved for fiscal year ending Dec 31, 2026 (For 35,169,107).

Why It Matters

• The reverse stock split, if implemented, will reduce the number of outstanding shares and increase the per-share price, which can affect liquidity and index/listing status. The specific ratio (1-for-20 to 1-for-25) gives the board flexibility to choose the exact split.
• Increasing authorized shares and adding shares to the incentive plan creates capacity for future equity issuance and employee awards, which can dilute existing shareholders if shares are issued.
• Ratifying the auditor and electing the board maintain continuity of governance; the advisory approval of executive pay signals shareholder support for current compensation practices.
• Broker non-votes on several proposals indicate a material block of shares that were not voted on certain items, which is relevant when assessing shareholder engagement and vote margins.