TMC Tmc the Metals Co Inc. - 8-K

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company’s Annual
Meeting was held on May 28, 2026 at 10:00 a.m. EDT. The actions set forth below were taken. Of the Company's 433,188,187 common
shares outstanding and eligible to vote as of the record date of April 2, 2026, a quorum of more than two shareholders representing
213,376,047 shares, or 49.3% of the eligible shares, was present or represented by proxy at the Annual Meeting. Each of the matters set
forth below is described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission (the “SEC”)
on April 17, 2026, as supplemented by Supplement No. 1 to Proxy Statement filed with the SEC on May 26, 2026 (together,
the “Proxy Statement”).

1.             Set the number of directors at ten (10).

Votes For

Votes Against

Votes Abstained

211,906,799

862,720

606,528

2.              Election
of the following directors of the Company, to serve until the Company's 2027 annual meeting of shareholders and until their respective
successors have been elected and qualified.

Votes For

Votes Withheld

Gerard Barron

212,628,887

747,160

Andrew Greig

212,631,720

744,327

Andrew Hall

212,665,078

710,969

Michael Hess

211,864,006

1,512,041

Stephen Jurvetson

212,078,697

1,297,350

Andrei Karkar

212,426,662

949,385

Sheila Khama

212,546,603

829,444

Christian Madsbjerg

211,860,954

1,515,093

Brendan May

212,403,473

972,574

Alex Spiro

211,849,489

1,526,558

3.              Appointment
of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2026 fiscal year.

Votes For

Votes Withheld

212,951,132

424,915

4.              The
approval, on a non-binding advisory basis, of the compensation paid to the Company's named executive officers, as disclosed in the Company's
Proxy Statement (the “say-on-pay” vote).

Votes For

Votes Against

Votes Abstained

209,030,109

3,179,431

1,166,507

5.              The
approval, on a non-binding advisory basis, of the frequency of holding an advisory vote on the compensation of the Company's named executive
officers (the “say-on-frequency” vote).

1 Year

2 Years

3 Years

Votes Abstained

26,301,819

184,853,982

1,066,681

1,153,565

The frequency of two years received a majority
of the votes cast and, therefore, as described in the Proxy Statement is the frequency approved by the Company’s shareholders. The
results of this vote were consistent with the recommendation of the Company’s Board of Directors that the advisory vote on the compensation
of the Company’s named executive officers be held every two years. Accordingly, the Company will hold an advisory “say-on-pay”
vote every two years until the next required advisory “say-on-frequency” vote.  As a result, the Company will hold its
next advisory vote on the compensation of its named executive officers at its 2028 annual meeting of shareholders.

Banks, brokerage firms and other nominees did not have discretionary authority to vote customers’ unvoted shares held by the firms
in street name on any of the proposals set forth above and, therefore, there were no broker non-votes on any of the proposals.