📜 What This Document Is 📰

This document is a Definitive Proxy Statement (DEF 14A), which is a legal filing with the SEC. Think of it as the company’s instruction manual for its shareholders—it details why the company is meeting, who the people in charge are, and what votes are needed. The proxy statement is designed to give stockholders enough information to decide if they want to vote in favor of management’s proposals.

👉 Why it matters: This filing gives investors a complete picture of Odyssey Marine Exploration, Inc.’s (OMEX) structure, its major strategic moves, and the governance changes that need approval at the upcoming annual meeting.

🗺️ What Odyssey Marine Exploration Does 🌊

In simple terms, Odyssey Marine Exploration is a deep-sea resource company focused on mining and developing critical minerals from the ocean floor. They combine operational expertise, scientific rigor, and an intense focus on environmental responsibility to unlock these resources. Their mission is to provide essential minerals—like those needed for batteries and green technology—while ensuring that the process is sustainable.

👉 Key Focus: The company emphasizes that every project must be conducted in an "environmentally responsible manner," a core principle that governs all their business activities.

🚀 The Path to Scale: Merger with AOM 🤝

The most significant update in the filing is the announcement of a definitive merger agreement. OMEX entered into this agreement with American Ocean Minerals Corporation (“AOM”) on April 8, 2026. The goal of this merger is to create a much larger, U.S.-controlled platform dedicated to marine critical minerals.

👉 What this means: The combination is intended to transition the company from merely accessing resources to having the scale required to move toward full development. The intent is "continuity before transformation," meaning they plan to expand their operations while maintaining their high standards of operational discipline.

🌎 Recent Operational Advances 🗺️

Over the past year, Odyssey has been making deliberate strategic advances both on the water and on the balance sheet. These moves demonstrate their ability to execute on multiple global fronts.

• Cook Islands: OMEX supported Moana Minerals in obtaining an S-K 1300 compliant report, which increased resource confidence to "inferred and indicated categories." This is a technical boost that significantly increases the perceived value of the resource.
• Environmental Data: The company successfully deployed Autonomous Benthic Mini Landers (ABMLs) to collect critical environmental baseline data at approximately 4,900 meters. This proves their commitment to "responsible offshore mineral development."
• Mexico JV: OMEX made progress in Mexico by forming a joint venture called PHOSAGMEX with Capital Latinoamericano. This initiative aims to develop a domestic fertilizer supply to support North American food security.
• Financial Streamlining: They simplified their balance sheet by both converting near-term debt and reducing long-term obligations, while also bringing in new capital.

📅 Upcoming Annual Meeting Details 🗓️

The company has scheduled its Annual Meeting of Stockholders for Monday, June 1, 2026, at 9:30 a.m. EDT, at the Hampton Inn & Suites in Tampa, Florida.

• Record Date: The deadline for stockholders to be officially counted for voting purposes is Thursday, April 9, 2026.
• Key Votes: Stockholders will be asked to vote on seven key proposals, including:
  1. Electing five directors.
  2. Ratifying the appointment of Grant Thornton LLP as the independent public accounting firm for the fiscal year ending December 31, 2026.
  3. Amending the articles of incorporation to increase the number of authorized common shares from 75,000,000 to 82,000,000 shares.
  4. Amending the 2019 Stock Incentive Plan to increase authorized shares by 2,000,000 shares.
  5. Approving a reverse stock split, with a ratio ranging from 1-for-20 to 1-for-25.

🧑‍⚖️ Board Governance & Committee Structure 🏛️

The company’s governance is overseen by a professional Board of Directors, which operates with three standing committees: the Audit, Compensation, and Governance & Nominating Committees.

👉 Independence: The Board maintains several independent directors, including Mark B. Justh, Larissa T. Pommeraud, Jon D. Sawyer, and Todd E. Siegel, who meet the standards set by the Nasdaq Stock Market.

• Board Structure Philosophy: While the Board believes it has the flexibility to combine the Chairman and CEO roles, they maintain a governance structure that includes an independent Lead Director (Mark B. Justh) to oversee the process.
• Risk Oversight: Oversight of risk is a shared function, primarily involving management, the Audit Committee, and the Governance and Nominating Committee.
• Cybersecurity: Management has enhanced cybersecurity efforts by locating systems in a cloud-based environment, using 24/7/365 threat monitoring services, and requiring all employees to complete cybersecurity training.

💼 Executive Leadership & History 👥

The Board features experienced leaders who bring deep sector knowledge. The leadership team and Board members are expected to guide the company through its transition period.

• Mark D. Gordon (CEO & Chairman): He has been with the company since 2005, serving as CEO since October 2014.
• Mark B. Justh (Director): He brings extensive financial services experience, having managed equities and derivatives for institutions like J.P. Morgan and Goldman Sachs.
• Larissa T. Pommeraud (Director): She brings 20 years of experience in strategic development, financial leadership, and corporate governance, with a specific focus on environmental sustainability.
• The Leadership Team: The Board notes that there are no known family relationships among the directors or executive officers, which helps maintain objective corporate governance.

💎 Financial & Compliance Details 📄

The proxy statement contains several important legal and procedural details regarding corporate finance and compliance.

• Stock Ownership (Major Shareholders): The beneficial ownership of the company’s common stock as of April 15, 2026, shows significant institutional investment. Notably, Greywolf Capital Management LP and associated parties hold 6,394,323 shares, representing 10.96% of the common stock.
• Executive Stock Plans: Under the current structure, the 2019 Stock Incentive Plan was approved by stockholders in June 2019 and is set to expire on June 3, 2029.
• Compliance: The Company reminds stockholders that its Insider Trading Policy is mandatory, prohibiting directors and officers from trading based on "material nonpublic information."

🛡️ Oversight of Internal Controls and Accounting 🧐

The Audit Committee's role is critical because it oversees the financial integrity of the company. The committee reviewed the audited financial statements for the year ended December 31, 2025.

• Past Issues: The committee highlighted a significant historical issue: two years ago, they concluded that the Company needed to restate certain financial statements (Forms 10-Q and 10-K for 2019 through 2022). This restatement was due to a technical accounting error regarding litigation financing, requiring the company to reclassify it as a derivative liability.
• Current Audit: The independent public accounting firm, Grant Thornton LLP, reviewed the 2025 financials, providing an opinion that the statements conform to Generally Accepted Accounting Principles (GAAP).

💚 Environmental, Social, and Governance (ESG) Focus 🌱

ESG is deeply integrated into OMEX's operational framework. The company emphasizes that its success depends on being a responsible partner.

• Environmental Mandate: The company states it will not proceed with projects unless "world-class environmental science supports that resources can be recovered in an environmentally responsible way."
• Standards: Operations adhere to international best practices, including standards from the International Organization for Standardization and the codes of conduct from the International Marine Minerals Society (IMMS).
• Culture: The company stresses that they treat their team with respect and prioritize well-being, acknowledging that retaining diverse talent is critical to innovation.

🌐 Key Contacts and Resources 🔗

If stockholders need more information or wish to exercise their voting rights, there are several official channels provided.

• Proxy Materials: Electronic copies can be obtained at www.proxydocs.com/OMEX.
• Company Website: More information on governance can be found at www.odysseymarine.com.
• Stockholder Communication: Stockholders can communicate directly with the Board of Directors by writing to the Corporate Secretary at 205 S. Hoover Boulevard, Suite 210, Tampa, Florida 33609.

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🧠 The Analogy 💡

Think of the company’s entire operation as building a massive, complex underwater city. Odyssey Marine Exploration isn't just digging for minerals; they are also the chief environmental architect and safety inspector. The proxy statement is like the city council’s meeting minutes, where they not only approve the new, massive expansion (the AOM merger) but also elect the new zoning committee (directors), update the rules (governance), and confirm they have the deepest possible safety regulations (ESG compliance and internal controls) before the first shovel hits the ground.

🧩 Final Takeaway ✨

Odyssey Marine Exploration is executing a major strategic shift by merging with AOM to scale up its mission in the critical minerals space. Investors should pay close attention to the required votes on the annual meeting (especially the corporate restructuring and governance changes) as the company moves from the conceptual stage toward active resource development.