Odyssey Marine (NASDAQ: OMEX) shareholders approve board, auditor, and reverse stock split

Rhea-AI Filing Summary

Odyssey Marine Exploration reported the results of its Annual Meeting of Stockholders held on June 1, 2026. Shareholders elected five directors, ratified Grant Thornton LLP as independent auditor, and approved several key governance and capital structure proposals.

Investors backed amendments to the company’s articles to change authorized capitalization and approved a reverse stock split proposal by wide margins. They also approved an equity plan proposal and, on an advisory basis, supported compensation for named executive officers, with millions of votes cast in favor on each item.

Insights

Corporate governance analyst

Shareholders approved all board, auditor, pay and capital proposals.

Odyssey Marine Exploration’s stockholders elected five directors and endorsed Grant Thornton LLP as independent registered public accounting firm. This indicates broad support for existing leadership and audit arrangements at the latest annual meeting.

They also passed proposals to amend authorized capitalization and approve a reverse stock split, giving the company flexibility to adjust its capital structure. An equity plan and executive compensation received advisory approval, suggesting alignment on incentive design, though future outcomes will depend on how these tools are used.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for auditor ratification: 35,169,107 votes Reverse split votes for: 31,683,294 votes Authorized capitalization votes for: 31,871,707 votes +3 more

6 metrics

Votes for auditor ratification 35,169,107 votes Grant Thornton LLP ratified as independent auditor

Reverse split votes for 31,683,294 votes Reverse Stock Split Proposal approval

Authorized capitalization votes for 31,871,707 votes Articles Amendment (Authorized Capitalization) Proposal

Equity plan votes for 20,934,966 votes Plan Proposal approval

Executive compensation votes for 21,172,628 votes Advisory Compensation Proposal approval

Broker non-votes 13,191,739 votes On Election, Plan, and Compensation Proposals

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, Reverse Stock Split Proposal, Articles Amendment Proposal, +2 more

6 terms

Annual Meeting of Stockholders financial

"On June 1, 2026, Odyssey Marine Exploration, Inc. held its Annual Meeting of Stockholders"

independent registered public accounting firm financial

"the stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Reverse Stock Split Proposal financial

"With respect to the Reverse Stock Split Proposal, the proposal passed with an affirmative vote of a majority"

Articles Amendment Proposal financial

"With respect to the Authorized Capitalization Proposal, the proposal passed with an affirmative vote of a majority"

broker non-votes financial

"There were 13,191,739 broker non-votes with respect to the Election Proposal, the Plan Proposal and the Compensation Proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

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NASDAQ false 0000798528 0000798528 2026-06-01 2026-06-01

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 1, 2026

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 1, 2026, 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 five 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, 2026 (the “Ratification Proposal”);

• to amend the Company’s articles of incorporation to implement an increase in the number of shares of authorized common stock from 75,000,000 to 82,000,000 (the “Articles Amendment Proposal”);

• to amend the Company’s 2019 Stock Incentive Plan to increase the number of shares authorized for issuance under the plan by 2,000,000 shares (the “Plan Proposal”);

• to approve a reverse stock split of the Company’s common stock at a ratio in the range from 1-for-20 to 1-for-25 (the “Reverse Stock Split 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 five individuals named below were elected to serve as directors in accordance with the following vote:

Nominee		For				Withheld
Mark D. Gordon			22,081,067				561,139
Mark B. Justh			21,787,427				854,779
Larissa T. Pommeraud			22,011,589				630,617
Jon D. Sawyer			21,979,092				663,114
Todd E. Siegel			21,972,228				669,978

Ratification Proposal

With respect to the Ratification Proposal, the stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. Results of the vote were as follows:

For		Against		Abstain
35,169,107		281,343		383,495

Articles Amendment Proposal

With respect to the Authorized Capitalization Proposal, the proposal passed with an affirmative vote of a majority of the Company’s voting power outstanding. The results of the vote were as follows:

For		Against		Abstain
31,871,707		3,514,241		447,997

Plan Proposal

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

For		Against		Abstain
20,934,966		1,558,840		148,400

Reverse Stock Split Proposal 

With respect to the Reverse Split Proposal, the proposal passed with an affirmative vote of a majority of the Company’s voting power outstanding. The results of the vote were as follows:

For		Against		Abstain
31,683,294		3,685,661		464,990

Compensation Proposal

With respect to the Compensation Proposal, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:

For		Against		Abstain
21,172,628		1,024,128		445,450

Broker Non-Votes

There were 13,191,739 broker non-votes with respect to the Election Proposal, the Plan Proposal and the Compensation Proposal. There were zero broker non-votes with respect to the Authorized Capitalization Proposal and Reverse Stock Split 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.

				ODYSSEY MARINE EXPLORATION, INC.
Dated: June 03, 2026				By:		/s/ Mark D. Gordon
						Mark D. Gordon
						Chief Executive Officer

FAQ

What did Odyssey Marine Exploration (OMEX) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing five directors, ratifying Grant Thornton LLP as auditor, amending authorized capitalization, a reverse stock split, an equity plan, and advisory approval of executive compensation, reflecting broad support for current governance and capital structure changes.

Were the Odyssey Marine Exploration (OMEX) director nominees elected?

Yes, all five director nominees were elected. Each received over 21.9 million votes “for,” with withhold votes ranging from about 561,000 to 855,000. This outcome keeps the existing board slate in place for the next term following the annual meeting.

Did Odyssey Marine Exploration (OMEX) shareholders approve the reverse stock split proposal?

Yes, the reverse stock split proposal passed. It received 31,683,294 votes for, 3,685,661 votes against, and 464,990 abstentions, reflecting strong support to authorize a reverse split and giving the company flexibility to adjust its share structure.

How did Odyssey Marine Exploration (OMEX) shareholders vote on executive compensation?

On an advisory basis, shareholders approved named executive officer compensation. The vote totaled 21,172,628 for, 1,024,128 against, and 445,450 abstentions, indicating general shareholder support for the company’s current executive pay program and incentive structure.

Who is Odyssey Marine Exploration’s (OMEX) independent auditor after the 2026 meeting?

Shareholders ratified Grant Thornton LLP as the independent registered public accounting firm. The vote on this ratification was 35,169,107 for, 281,343 against, and 383,495 abstaining, confirming continued engagement of Grant Thornton LLP as the company’s external auditor.

What were broker non-votes at the Odyssey Marine Exploration (OMEX) meeting?

There were 13,191,739 broker non-votes on the director elections, the equity plan proposal, and the advisory compensation proposal. There were no broker non-votes on the authorized capitalization and reverse stock split proposals, and broker non-votes were not relevant to the auditor ratification item.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB