Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

 

 

 

 

 

x

 

Preliminary Proxy Statement

 

 

¨

 

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

¨

 

Definitive Proxy Statement

 

 

¨

 

Definitive Additional Materials

 

 

¨

 

Soliciting Material Pursuant to §240.14a-12

 

ODYSSEY MARINE EXPLORATION, INC.


(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

x

 

No fee required.

 

 

¨

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which this transaction applies:

 

 

 

 

 

 

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

(5)

 

Total fee paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

¨

 

Fee paid previously with preliminary materials:

 

 

¨

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount previously paid:

 

 

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

 

(3)

 

Filing Party:

 

 

 

 

 

 

 

 

 

(4)

 

Date Filed:

 

 

 

 

 

 

 

 

 

 
Table of Contents



5215 WEST LAUREL STREET

TAMPA, FLORIDA 33607

(813) 876-1776

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 1, 2011

TO THE STOCKHOLDERS OF ODYSSEY MARINE EXPLORATION, INC.:

The Annual Meeting of Stockholders of Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”), will be held at the Wyndham Hotel – Tampa, 700 North Westshore Boulevard, Tampa, Florida, 33609, on Wednesday, June 1, 2011, at 9:30 a.m., Eastern Time, and at any and all adjournments thereof, for the purpose of considering and acting upon the following matters:

 

 

1.

to elect seven directors of the Corporation to serve until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

 

 

2.

to hold a non-binding advisory vote on executive compensation;

 

 

3.

to hold a non-binding advisory vote to determine the frequency of future advisory votes on executive compensation;

 

 

4.

to ratify the appointment of Ferlita, Walsh & Gonzalez, P.A. as our independent registered public accounting firm;

 

 

5.

to approve an amendment to Odyssey’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 100,000,000 to 150,000,000; and

 

 

6.

to conduct such other business as may properly come before the meeting or at any adjournment or adjournments thereof.

Only holders of record of the Company’s common stock and Series G preferred stock at the close of business on April 4, 2011, will be entitled to notice of, and to vote at, the meeting or at any adjournment or adjournments thereof. The holders of the Series G preferred stock will be entitled to vote on an as-converted basis. The proxies are being solicited by the Board of Directors of the Company.

Whether or not you expect to attend the annual meeting of stockholders in person, we urge you to vote as soon as possible. As an alternative to voting at the annual meeting in person, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card in the postage-paid envelope enclosed with it. For detailed information on how you can vote, refer to the section entitled “How do I vote?” in the Proxy Statement. The giving of a proxy will not affect your right to vote in person if you attend the meeting. You may change your proxy vote automatically by voting in person at the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS



GREGORY P. STEMM

Chief Executive Officer and Board Member

April 15, 2011

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

In accordance with rules promulgated by the Securities and Exchange Commission, we have elected to use the Internet as our primary means of furnishing proxy materials to our stockholders. Therefore, most stockholders will not receive paper copies of our proxy materials. Instead, we will send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting by use of the Internet. The Notice of Internet Availability of Proxy Materials also informs stockholders how to get paper copies of our proxy materials if they wish to do so. We believe this method of proxy distribution will make the proxy distribution process more efficient, less costly, and will contribute to the conservation of natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via e-mail unless you change your election.
Table of Contents

 

 

 

 

 

TABLE OF CONTENTS

  

 

 

PROXY STATEMENT

  

 

1

  

ABOUT THE MEETING

  

 

1

  

Who is entitled to vote at the meeting?

  

 

1

  

How many shares must be present to establish a quorum?

  

 

1

  

How do I vote?

  

 

1

  

Can I change my vote after submitting a Proxy?

  

 

2

  

Information about attending the Annual Meeting

  

 

3

  

What is the voting requirement to approve each of the proposals?

  

 

3

  

Where can I find the voting results of the Annual Meeting?

  

 

4

  

Proposal 1 - ELECTION OF DIRECTORS

  

 

4

  

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

  

 

5

  

CODE OF ETHICS

  

 

8

  

CORPORATE GOVERNANCE

  

 

8

  

Board of Directors and Executive Officers

  

 

8

  

Board Leadership Structure

  

 

8

  

Chairman/Chief Executive Officer

  

 

8

  

Executive Sessions

  

 

9

  

Annual Board Self-Assessments

  

 

9

  

Board Diversity

  

 

9

  

Service on Other Boards of Directors

  

 

9

  

Independence of Board Committee Members

  

 

9

  

Risk Oversight

  

 

10

  

Committees of the Board

  

 

10

  

Governance and Nominating Committee

  

 

10

  

Audit Committee

  

 

11

  

Compensation Committee

  

 

12

  

Compensation Committee Interlocks and Insider Participation

  

 

12

  

Stockholder Communications with the Board of Directors

  

 

12

  

Report of the Audit Committee

  

 

12

  

Report of the Compensation Committee

  

 

14

  

EXECUTIVE COMPENSATION

  

 

14

  

Compensation Discussion and Analysis

  

 

14

  

Compensation Tables

  

 

20

  

SUMMARY COMPENSATION TABLE

  

 

20

  

2010 GRANTS OF PLAN-BASED AWARDS

  

 

21

  

2010 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

  

 

22

  

2010 OPTION EXERCISES AND STOCK VESTED

  

 

24

  

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  

 

24

  

DIRECTOR COMPENSATION

  

 

24

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

26

  

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

 

28

  

Proposal 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

  

 

29

  

Proposal 3 - FREQUENCY OF ADVISORY COMPENSATION VOTE AT OUR ANNUAL MEETING OF STOCKHOLDERS

  

 

30

  

Proposal 4 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

31

  

AUDIT COMMITTEE PRE-APPROVAL POLICY

  

 

31

  

Proposal 5 - AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO 150,000,000

  

 

32

  

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING OF STOCKHOLDERS

  

 

33

  


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