Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 3, 2012

 

 

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   001-31895   84-1018684

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

5215 West Laurel Street

Tampa, Florida 33607

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (813) 876-1776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 3, 2012, the Board of Directors, upon the recommendation of the Compensation Committee, approved grants of stock options with a five-year term and three-year service vesting, and an exercise price of $2.73 per share, and restricted stock awards with two-year service vesting, to the following named executives:

 

     Stock
Options		      Restricted
Stock		  

Gregory P. Stemm, CEO

      228,543         105,931   

Mark D. Gordon, President/COO

      98,425         45,620   

Michael J. Holmes, CFO

      93,701         43,431   

David A. Morris, Corporate Secretary

      68,898         31,934   

Jay A. Nudi, Principal Accounting Officer/Treasurer

      41,634         19,297   

The Long-term incentive targets are intended to provide an equity component of total compensation in the form of stock options that vest based upon time, performance, or both. The target long-term incentives are based upon a percentage range of base salary in accordance with our executive compensation plan.

Also on January 3, 2012, the Board of Directors approved grants of restricted stock with immediate vesting as the equity component of non-employee director compensation to each non-employee director for services performed in fiscal year 2011 as follows:

 

     Stock Award  

Bradford B. Baker

      10,128   

David J. Bederman

      13,633   

Max H. Cohen

      6,159   

David J. Saul

      8,029   

Jon D. Sawyer

      8,759   

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ODYSSEY MARINE EXPLORATION, INC .
Dated: January 6, 2012   By:  

/s/ Michael J. Holmes

    Michael J. Holmes,
    Chief Financial Officer