TMC the metals company (TMC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, allowing global shareholder participation and reducing environmental impact.

• Shareholders will vote on setting the number of directors at ten, electing ten directors, appointing Ernst & Young LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• Proxy materials are primarily delivered electronically to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Proposals include setting the board at ten directors, electing ten directors, appointing Ernst & Young LLP as auditor, approving executive compensation, and choosing the frequency of advisory votes on executive pay.

• The board recommends voting for all proposals and a biennial (every two years) say-on-pay vote.

• Shareholders can submit proposals and director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Ten directors are nominated, including a mix of executives, independent directors, and strategic advisors with diverse backgrounds in mining, sustainability, finance, and law.

• Six of ten directors are independent under Nasdaq rules.

• The board has audit, compensation, nominating and corporate governance, and sustainability and innovation committees.

• The Chairman and CEO roles are combined, with a Lead Independent Director in place.

• Corporate governance guidelines and a code of ethics are adopted and available online.