TMC the metals Co Inc. 8-KCurrent Reports (8-K / ad hoc)

Market for Equity / Stockholders

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Appointment of New Director On September 23, 2026, the board of directors (the “Board”) of TMC the metals company Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Governance Committee”), appointed Liam Mallon as a director, effective September 24, 2026, to fill the vacancy on the Board created by the resignation of Brendan May described below. Mr. Mallon will serve as a director until the Company’s 2027 Annual General Meeting of Shareholders (the “2027 Annual General Meeting”) or until his earlier death, resignation or removal, and is expected to stand for election as a director at the 2027 Annual General Meeting. Mr. Mallon retired in 2025 as President of ExxonMobil Upstream Company and a Vice President of Exxon Mobil Corporation. Mr. Mallon will participate in the Company’s Nonemployee Director Compensation Policy (the “Director Compensation Policy”), as described in the Company’s definitive proxy statement for its 2026 Annual General Meeting of Shareholders. In accordance with the Director Compensation Policy, Mr. Mallon was granted an initial award of 25,445 restricted stock units (“RSUs”) on September 25, 2026. In addition, the Board approved a special one-time grant to Mr. Mallon of 77,720 RSUs under the Company’s 2021 Incentive Equity Plan, granted on September 28, 2026. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to Mr. Mallon's continued service through each applicable vesting date. The Board, upon the recommendation of the Nominating and Governance Committee, has determined that Mr. Mallon is an independent director under the applicable listing standards of The Nasdaq Stock Market LLC. Mr. Mallon has been appointed to serve as Chair of the Sustainability and Innovation Committee of the Board. Mr. Mallon has also entered into the Company’s standard form of indemnity agreement, the form of which was filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021. There are no arrangements or understandings between Mr. Mallon and any other persons pursuant to which he