ODYSSEY MARINE EXPLORATION : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Posted on Jan 10, 2015


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 2, 2015, the Board of Directors (the “Board”) of Odyssey Marine Exploration, Inc. (the “Company”) adopted the 2015 Stock Incentive Plan (the “Plan”), subject to stockholder approval. The Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. The Plan will be submitted to the Company’s stockholders for approval at the 2015 annual meeting of stockholders. The Board adopted the Plan because the 2005 Stock Incentive Plan will expire during 2015.

On January 2, 2015, the Board of Directors granted, subject to stockholder approval of the Plan, 1,652,000 stock options and 951,381 restricted stock units to officers, directors, and other eligible recipients.

The following table sets forth information regarding awards to those executive officers for whom disclosure was required in the Company’s most recent filing with the Securities and Exchange Commission that required disclosure pursuant to Item 402(c) of Regulation S-K:

                                          Restricted                                       Stock Awards       Stock Options                Laura L. Barton                43,500             135,000                Philip S. Devine              102,000             320,000                Mark D. Gordon                153,000             472,000                Melinda J. MacConnel           45,000             142,000                Jay A. Nudi                    36,000             113,000   

Up to 5,400,000 shares may be issued pursuant to awards under the Plan, of which any number may be used for stock options, restricted stock, restricted stock units, or stock appreciation rights. Eligible recipients consist of employees of the Company or any subsidiary who hold a position that is important to the success of the Company, members of the Board, and consultants or advisors who are eligible to receive shares that are registered on SEC Form S-8.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (a) Financial Statements of Business Acquired.   Not applicable.      (b) Pro Forma Financial Information.   Not applicable.      (c) Shell Company Transactions.   Not applicable.      (d) Exhibits.   

10.1 2015 Stock Incentive Plan

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