Odyssey Marine Exploration (OMEX) Proxy filing summary

Executive summary

• Achieved significant operational and strategic advances in 2025, including resource development in the Cook Islands and a new fertilizer joint venture in Mexico.

• Entered a definitive merger agreement with American Ocean Minerals Corporation in April 2026 to create a U.S.-controlled marine critical minerals platform, pending shareholder approval.

• Simplified the balance sheet by converting near-term debt, reducing long-term obligations, and raising new capital.

• Focused on responsible resource development, environmental stewardship, and supply chain resilience.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2026.

• Amendment to increase authorized common stock from 75,000,000 to 82,000,000 shares.

• Amendment to the 2019 Stock Incentive Plan to add 2,000,000 shares for issuance.

• Approval of a reverse stock split at a ratio from 1-for-20 to 1-for-25.

• Non-binding advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of five directors, all standing for re-election, with diverse backgrounds in leadership, finance, law, and sustainability.

• Four directors are independent under Nasdaq rules; board committees are chaired by independent directors.

• Annual board and committee self-assessments conducted; board diversity and director stock ownership policies in place.

• Code of Ethics applies to all directors, officers, employees, and contractors.