TMC (TMC) investors approve board, EY auditor and biennial say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
TMC The Metals Company Inc. reported the results of its annual shareholder meeting held on May 28, 2026. Shareholders representing 213,376,047 of 433,188,187 common shares, or 49.3% of eligible shares, were present, establishing a quorum.
Shareholders set the board size at ten directors and elected all ten nominated directors to serve until the 2027 annual meeting. They also approved the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year.
On a non-binding basis, shareholders approved the compensation of the company’s named executive officers and chose to hold future advisory votes on executive pay every two years. The next advisory “say-on-pay” vote is planned for the 2028 annual meeting.
Positive
- None.
Negative
- None.
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
Shares outstanding: 433,188,187 shares
Shares represented: 213,376,047 shares (49.3%)
Board size approval: 211,906,799 votes for
+3 more
6 metrics
Shares outstanding
433,188,187 shares
Common shares outstanding and eligible to vote as of April 2, 2026
Shares represented
213,376,047 shares (49.3%)
Shares present or represented by proxy at the May 28, 2026 meeting
Board size approval
211,906,799 votes for
Votes for setting number of directors at ten
Auditor ratification
212,951,132 votes for
Appointment of Ernst & Young LLP for 2026 fiscal year
Say-on-pay support
209,030,109 votes for
Advisory approval of named executive officer compensation
Say-on-frequency (2 years)
184,853,982 votes
Votes for holding say-on-pay advisory vote every two years
Key Terms
independent registered public accounting firm, say-on-pay, say-on-frequency, broker non-votes
4 terms
independent registered public accounting firm regulatory
"Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2026 fiscal year."
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.
say-on-pay financial
"The approval, on a non-binding advisory basis, of the compensation paid to the Company's named executive officers, as disclosed in the Company's Proxy Statement (the “say-on-pay” vote)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
say-on-frequency financial
"The approval, on a non-binding advisory basis, of the frequency of holding an advisory vote on the compensation of the Company's named executive officers (the “say-on-frequency” vote)."
broker non-votes regulatory
"there were no broker non-votes on any of the proposals."
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.
FAQ
How often will TMC (TMC) hold future say-on-pay votes after the 2026 meeting?
Shareholders chose a two-year frequency for say-on-pay votes. In the say-on-frequency vote, the option of every two years received 184,853,982 votes and a majority of votes cast, so TMC plans its next advisory vote on pay at the 2028 annual meeting.
Were there broker non-votes on TMC (TMC) 2026 meeting proposals?
No, there were no broker non-votes on any proposals. Banks, brokerage firms and other nominees lacked discretionary authority to vote unvoted street-name shares on these proposals, so all counted votes came from shareholders or their instructed proxies.