UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On August 28, 2025, at a Special Meeting of TMC the metals company Inc. (the “Company”), the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2021 Incentive Equity Plan (as amended, the “Plan”). The Amendment had previously been approved by the Company’s Board of Directors on July 8, 2025, and was subject to shareholder approval. The Amendment increases the share pool for equity incentive grants under the Plan from 70,262,856 to 110,262,856 shares, as described in the Company’s definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on July 18, 2025 (the “Proxy Statement”).
A summary of the material terms of the Amendment is set forth in the Proxy Statement under the caption “Proposal No. 1, Approval of an Ordinary Resolution Approving an Amendment to our 2021 Incentive Equity Plan to Increase the Share Pool for Equity Incentive Grants under the Plan”, which summary is incorporated herein by reference. The description of the Amendment contained herein and in the Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held a Special Meeting of shareholders on August 28, 2025 at 10:00 a.m. EDT. The action set forth below was taken. Of the Company's 400,543,202 common shares outstanding and eligible to vote as of the record date of July 9, 2025, a quorum of more than two shareholders representing 164,666,977 shares, or approximately 41% of the shares eligible to vote at the Special Meeting, was present or represented by proxy at the Special Meeting. The matter before the Special Meeting set forth below is described in detail in the Proxy Statement.
Approval of an ordinary resolution approving an amendment to our 2021 Incentive Equity Plan (the “Plan”) to increase the share pool for equity incentive grants under the Plan.
| Votes For | Votes Against | Votes Abstained |
| 98,258,296 | 10,830,644 | 55,578,037 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1+ | TMC the metals company Inc. 2021 Incentive Equity Plan, as amended |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Denotes management contract or compensatory plan or arrangement.
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: August 28, 2025 | By: | /s/ Craig Shesky |
| Name: | Craig Shesky | |
| Title: | Chief Financial Officer | |