Tmc The Metals Co Inc

1. 1

   Set the Number of Directors at Ten

   ManagementBoard: FOR

   Shareholders are asked to approve an ordinary resolution setting the number of directors on the board to ten for the coming year.

2. 2

   Election of Ten Directors

   ManagementBoard: FOR

   Election of ten nominees to the board to serve until the next annual meeting.

3. 3

   Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.

4. 4

   Non-Binding Advisory Vote on Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve, on a non-binding basis, the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding advisory approval of the compensation arrangements for the named executive officers as disclosed in the proxy statement. Management explains that the executive compensation program combines base salary, annual short-term incentives and long-term equity-based incentives designed to align executives’ interests with shareholders, attract and retain talent, and integrate short-term and long-term performance metrics. The board and compensation committee recommend approval, citing a recent comprehensive review including engagement with an independent compensation consultant and shareholder approval of a prior package for the CEO. The proposal is non-binding, but the board and compensation committee state they will review voting outcomes and consider them in future decisions. Notable context includes large performance-based RSU grants and retention awards tied to stock price targets and the Company’s development-stage status with no revenue; opponents could point to outsized equity awards (including the CEO’s 20 million signing RSUs) and significant increases in "compensation actually paid" driven by share-price appreciation. A sophisticated evaluation should weigh the strong alignment features of market-based and time-based vesting against concentration of awards, potential governance concerns about CEO pay-for-performance measures that rely heavily on stock-price thresholds, and whether the compensation structure appropriately balances retention needs for a pre-commercial company against dilution and investor perceptions.

5. 5

   Non-Binding Advisory Vote on Frequency of Future Say-on-Pay Votes

   ManagementBoard: FOR

   Advisory vote to select the frequency (1, 2 or 3 years) at which shareholders will hold future non-binding advisory votes on executive compensation; board recommends every two years.

   More detail

   This management proposal asks shareholders to indicate, on a non-binding basis, whether the advisory vote on executive compensation should occur every one, two, or three years. The board recommends a two-year frequency, arguing that biennial votes better align with the multi-year nature of their compensation programs, provide sufficient time for the board and compensation committee to consider shareholder feedback and implement changes, and reduce the administrative burden of annual votes. In analyzing this proposal, a sophisticated assessment should consider that the vote is advisory and non-binding; the board may still choose a different cadence but is likely to give weight to the plurality/majority outcome. The recommendation for a two-year cycle is typical for companies with multi-year incentive structures, but shareholders preferring more frequent accountability may prefer annual votes. The choice can signal shareholder appetite for governance oversight over compensation timing and responsiveness to pay practices.

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When is the Tmc The Metals Co Inc 2026 annual meeting?

Tmc The Metals Co Inc (TMC) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Tmc The Metals Co Inc 2026 meeting?

The record date for the Tmc The Metals Co Inc 2026 meeting is Thursday, April 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tmc The Metals Co Inc's 2026 meeting?

The board is presenting 10 director nominees at the Tmc The Metals Co Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tmc The Metals Co Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Tmc The Metals Co Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.