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ODYSSEY MARINE EXPLORATION, INC.

Dated: June 7, 2023

/s/ Christopher E. Jones

Christopher E. Jones

Chief Financial Officer

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): June 5, 2023

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-31895

84-1018684

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

205 S. Hoover Blvd., Suite 210

Tampa, Florida 33609

(Address of Principal Executive Offices and Zip Code)

Registrant’s 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):

☐

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

Common Stock, par value $0.0001 per share

OMEX

NASDAQ Capital Market

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 5.07

Submission of Matters to a Vote of Security Holders.

General

On June 5, 2023, Odyssey Marine Exploration, Inc. (the “Company”) held its Annual Meeting of Stockholders for the purpose of considering and acting upon the following matters:

•

to elect four 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”);

•

to ratify the appointment of Grant Thornton LLP, as our independent registered certified public accounting firm for the fiscal year ending December 31, 2023 (the “Ratification Proposal”);

•

to hold a non-binding advisory vote to determine the frequency of future advisory votes on executive compensation (the “Frequency Proposal”);

•

to obtain non-binding advisory approval of the compensation of our named executive officers (the “Compensation Proposal”); and

•

to transact such other business as may properly come before the meeting and at any adjournments or postponements thereof.

No other business came before the meeting.

Voting Results

Election Proposal

With respect to the Election Proposal, the four individuals named below were elected to serve as directors in accordance with the following vote:


Nominee	For	Withheld
Mark D. Gordon	7,268,766	110,244
Mark B. Justh	6,862,438	516,572
Jon D. Sawyer	7,218,250	160,760
Todd E. Siegel	7,083,720	295,290

Ratification Proposal

With respect to the Ratification Proposal, the results of the vote were as follows:


For	Against	Abstain
12,188,819	97,613	36,519

Frequency Proposal

With respect to the Frequency Proposal, the results of the vote were as follows:


One Year	Two Years	Three Years	Abstain
7,175,637	8,529	164,057	30,787

Compensation Proposal

With respect to the Compensation Proposal, the results of the vote were as follows:


For	Against	Abstain
6,880,003	349,981	149,026

Broker Non-Votes

There were 4,943,941 broker non-votes with respect to the Election Proposal, the Frequency 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.