SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 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)(4) and 0-11:
1. Title of each class of securities to which 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:
________________________________________________
ODYSSEY MARINE EXPLORATION, INC.
5215 WEST LAUREL ST
TAMPA, FLORIDA 33607
(813) 876-1776
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 25, 2005
TO THE SHAREHOLDERS OF ODYSSEY MARINE EXPLORATION, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Odyssey
Marine Exploration, Inc., a Nevada corporation (the "Company"), will be held
at the Quorum Hotel Tampa, 700 North Westshore Blvd., Tampa, Florida, on
Friday, February 25, 2005, 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. The election of five (5) Directors of the Company to serve until the
next Annual Meeting of Shareholders and until their successors have been duly
elected and qualified;
2. The ratification of the appointment of Ferlita, Walsh & Gonzalez,
P.A. as the Company's independent auditors; and
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the common stock, $.0001 par value, of the Company of
record at the close of business on January 21, 2005, will be entitled to
notice of and to vote at the Meeting or at any adjournment or adjournments
thereof. The proxies are being solicited by the Board of Directors of the
Company.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly in the enclosed postage-paid envelope which requires no
additional postage if mailed in the United States. The giving of a proxy will
not affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN C. MORRIS, PRESIDENT
Tampa, Florida
January 21, 2005
ODYSSEY MARINE EXPLORATION, INC.
5215 WEST LAUREL STREET
TAMPA, FLORIDA 33609
(813) 876-1776
____________________
PROXY STATEMENT
____________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 25, 2005
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of Odyssey Marine Exploration, Inc., a Nevada corporation (the "Company"), for
use at the Company's Annual Meeting of Shareholders to be held at the Quorum
Hotel Tampa, 700 North Westshore Blvd., Tampa, Florida, on Friday, February
25, 2005, at 9:30 a.m., Eastern Time, and at any adjournment thereof. It is
anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or about January 28, 2005.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report on Form 10-KSB for the fiscal year ended
February 29, 2004, is being simultaneously mailed to the Company's
shareholders, but does not constitute part of these proxy soliciting
materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
common stock, $.0001 par value, with each share entitled to one vote. Only
shareholders of record at the close of business on January 21, 2005, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
On January 21, 2005, the Company had 38,570,599 shares of its common stock
outstanding, each share of which is entitled to one vote on all matters to be
voted upon at the Meeting, including the election of Directors. Cumulative
voting in the election of Directors is not permitted.
A majority of the Company's outstanding common stock represented in
person or by proxy shall constitute a quorum at the Meeting.
2
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table set forth, as of January 21, 2005, the stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each Officer and Director
individually and all Officers and Directors of the Company as a Group.
Amount of
Name of Beneficial Percentage
Beneficial Owner Ownership of Class
---------------- ------------ ----------
MacDougald Family
Limited Partnership 3,594,008 (1) 9.3%
260 First Avenue South, Suite 110
St. Petersburg, FL 33701
Gregory P. Stemm 2,078,741 (2) 5.3%
5215 W. Laurel St.
Tampa, FL 33607
John C. Morris 1,718,629 (3) 4.4%
5215 W. Laurel St.
Tampa, FL 33607
David A. Morris 536,940 (4) 1.4%
5215 W. Laurel St.
Tampa, FL 33607
David J. Saul 555,000 (5) 1.4%
5215 W. Laurel St.
Tampa, FL 33607
George Knutsson 174,000 (6) 0.5%
5215 W. Laurel St.
Tampa, FL 33607
George Becker 243,400 (7) 0.6%
5215 W. Laurel St.
Tampa, FL 33607
George Lackman 300,000 (8) 0.8%
5215 W. Laurel St.
Tampa, FL 33607
Michael J. Holmes 60,000 (9) 0.2%
5215 W. Laurel St.
Tampa, FL 33607
Davis D. Howe 35,000 (10) 0.1%
5215 W. Laurel St.
Tampa, FL 33607
All Officers and Directors
as a group (9 persons) 5,701,710 14.2%
________________
3
(1) Includes 3,594,008 shares beneficially held by MacDougald Family Limited
Partnership(MFLP). MacDougald Management, Inc.(MMI)is the general partner of
MacDougald Family Limited Partnership. Limited Partners are James E.
MacDougald, his wife Suzanne M. MacDougald, and two trusts created for the
children and grandchildren of Mr. and Mrs. MacDougald.
(2) Includes 606,182 shares held by Greg and Laurie Stemm, 1,122,559 shares
held by Adanic Capital, Ltd., a limited partnership for which Greg Stemm
serves as general partner, and 350,000 shares underlying currently exercisable
stock options.
(3) Includes 1,368,629 shares held by John Morris, and 350,000 shares
underlying currently exercisable stock options.
(4) Includes 312,626 shares held by David A. Morris, 24,314 shares held by
Chad E. Morris his son who lives in the same household, and 200,000 shares
underlying currently exercisable stock options.
(5) Includes 280,000 shares held by David J. Saul and his wife Christine, and
175,000 shares underlying currently exercisable stock options, and 100,000
shares underlying a currently exercisable warrant held by David J. Saul.
(6) Includes 99,000 shares and 75,000 shares underlying currently exercisable
stock options held by George Knutsson.
(7) Includes 43,400 shares and 200,000 shares underlying currently exercisable
stock options held by George Becker.
(8) Includes 100,000 shares, 100,000 shares underlying currently exercisable
stock options, and 100,000 shares underlying a currently exercisable warrant
held by Mr. Lackman.
(9) Includes 10,000 shares and 50,000 shares underlying currently exercisable
stock options held by Michael Holmes.
(10) Includes 10,000 shares and 25,000 shares underlying currently exercisable
stock options held by Davis Howe.
ELECTION OF DIRECTORS
The Board of Directors currently consists of five members. The Board of
Directors recommends the election as Directors of the five (5) nominees listed
below, to hold office until the next Annual Meeting of Shareholders and until
their successors are elected and qualified or until their earlier death,
resignation or removal. Each of the five current members of the present Board
of Directors has been nominated for re-election. The persons named as
"Proxies" in the enclosed form of Proxy will vote the shares represented by
all valid returned proxies in accordance with the specifications of the
shareholders returning such proxies. If at the time of the Meeting any of the
nominees named below should be unable to serve, which event is not expected to
occur, the discretionary authority provided in the Proxy will be exercised to
vote for such substitute nominee or nominees, if any, as shall be designated
by the Board of Directors.
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company presently
held, and the period during which each person has served as a Director:
4
Positions and Offices Held
Name Age and Term as a Director
----------------- -- --------------------------------
John C. Morris 55 Chairman, CEO and Director since
May 1994
Gregory P. Stemm 47 Vice-President - Research and
Operations and Director since
May 1994
George Knutsson 66 Director since June 2001
David J. Saul 64 Director since October 2001
George E. Lackman, Jr. 73 Director since November 2002
There is no family relationship between any of the Directors or the
Executive Officers of the Company except John Morris and David Morris who are
brothers.
All directors will hold office until the next annual meeting of the
Shareholders.
The following sets forth biographical information as to the business
experience of each Officer and Director of the Company for at least the last
five years.
John C. Morris has served as President, CEO and Chairman of the Board of
Directors of the Company since May 1994. In these capacities, Mr. Morris has
been responsible for strategic planning, financing, and general execution of
our business plan. He has overseen the first deep water archaeological
recovery of a Spanish shipwreck from the 1622 fleet using a remotely operated
vehicle and has been instrumental in the planning and execution of the
company's current search and recovery operations.
Gregory P. Stemm has served as Vice President, Research and Operations
and as a member of the Board of Directors since May 1994. He is responsible
for research and operations on all shipwreck projects. Greg has extensive
experience in managing shipwreck exploration operations since entering the
field in 1986, including deep ocean search and robotic archaeological
excavation on a number of projects. A panelist at the 1998 Law of the Sea
Institute, Stemm was appointed for four consecutive terms to the United States
delegation to the United Nations Educational, Scientific and Cultural
Organization (UNESCO) expert meeting to negotiate the "Draft Convention for
the Protection of Underwater Cultural Heritage." He was selected as a Fellow
of the Explorers Club, and was the founder and past-president of the
Professional Shipwreck Explorers Association (ProSEA). Stemm served as a
founding director (1986-93) and international president (1992-93) of YEO
(Young Entrepreneurs Organization) and was also a founding member of the World
Entrepreneurs Organization, where he served on the International Board of
Directors (1997-98).
George Knutsson has served as a Director of the Company since June 2001.
Since 1995, Mr. Knutsson has been the President and Chairman of American Boat
Trailer Rental Company, Inc., which is the largest provider of boat trailer
rentals in the Southeast US. In 1978, he founded Dollar Rental Car of Florida
and served as CEO until 1990, when he sold the company. Mr. Knutsson also
5
owned and operated Pirates Cove Marina in the Tampa Bay area from 1984 until
he sold it in 1995. From 1995 to 1999, he was the co-founder and Chief
Financial Officer of Pro-Tech Monitoring, which uses patented GPS/cellular
technology in the monitoring and tracking of felons worldwide. He received
his Bachelors degree from the University of Florida and a MBA from the
University of South Florida.
Dr. David J. Saul, who is retired, has served as a member of the
Company's Board of Directors since October 2001. Dr. Saul was Bermuda's
Minister of Finance from 1989 to 1995, and Premier of Bermuda from 1995 to
1997. In addition to his political background, Dr. Saul held two senior posts
with Fidelity Investments, from 1984 through 1995, as the President of
Fidelity Bermuda and Executive Vice President of Fidelity International. He
retired from the firm in 1999, but remains a Director of Fidelity's main
international Board, and a Director of some 40 other Fidelity Companies around
the world - including the U.K., Bermuda, Jersey, Tokyo, Hong Kong, Cayman
Islands, Luxembourg and Taiwan. Dr. Saul's professional activities include two
stints as a Director of the Bermuda Monetary Authority and he currently serves
as a Director of Lombard Odier (Bermuda), a subsidiary of the Swiss Bank, and
a Director of the London Steam Ship Owners' Mutual Insurance Association
(Bermuda) Ltd. A keen oceanographer with a passion for shipwrecks and the sea,
he is a founding Trustee of the Bermuda Underwater Exploration Institute, and
a founding Director of the Professional Shipwreck Explorers Association.
George E. Lackman Jr., has served as a member of the Company's Board of
Directors since November 2002, and brings experience from his distinguished
career in banking, business operations, shipbuilding, international business
and public service to Odyssey Marine Exploration. Mr. Lackman was founding
Chairman and President of Citrus Park Bank, which was sold to Florida National
Bank in 1985. At Florida National, he served as head of Retail Banking,
Business Banking and Commercial Banking for the Tampa area. After the merger
of Florida National and First Union National Bank he started First Union's
first Private Banking Program in the Tampa area. He retired from First Union
as Vice President of Corporate Development. Mr. Lackman spent 25 years in the
shipyard business, including service as Vice President of Tampa Ship Repair
and Dry Dock Company, Tampa's largest shipyard. He was President of Nutri-Sol
Chemical Company, Marine Insulation Company, Corban Industries and Acetogen
Gas Company of Florida. Mr. Lackman's international experience spans service
as President of an International Investment Group, Chairman of the Tampa
Chamber of Commerce International Board and as President/Chairman of the Tampa
Bay International Business Council. He also served as an Advisor to the
Central American Banks. Mr. Lackman extensive public and community service
includes service to and leadership of many health care organizations. He was
especially active in groups working to reduce infant mortality and increase
prenatal care. Two Florida Governors have called on Mr. Lackman to serve on
various health care and community service groups.
George Becker Jr. (age 68), joined Odyssey as Chief Operating Officer
during April 2002, and became Executive-V.P. in June 2004. From 1992 until
April 2002, Mr. Becker was the President of George J. Becker Jr. & Associates,
consultants to companies in the leisure, themed attraction and hospitality
industries. Mr. Becker is a senior executive with thirty years experience in
major leisure industry profit center development, management, marketing,
staffing and operations. For twenty-two years, Mr. Becker was involved in the
development and management of the Sea World marine life parks in the United
States and served at various times in several positions including as the
former Executive Vice President of Sea World Inc., Chairman and Chief
Executive Officer, Sea World of Texas, President and Chief Executive Officer
6
of Sea World of California and President and Chief Executive Officer of Sea
World of Florida. In 1997 Mr. Becker became President of Entercitement LLC. He
led the creative concept and design of a proposed theme park in Indianapolis,
Indiana. Park development was stopped in 1998 due to a lack of financing and
Mr. Becker resigned in 1999 from Entercitement. Mr. Becker has been recognized
as a tourism leader for his work in several regions of the country. A skilled
new business developer and team builder, Mr. Becker is known for creating
viable management teams, achieving excellent productivity and harmony between
employees of widely divergent skills and personalities. Becker has been active
in a number of national, regional and state visitor organizations. He served
as Executive Director of the Florida Tourism Commission. In 1983, he was
President of the Florida Chamber of Commerce and in 1984 he chaired Governor
Bob Graham's Commission on Public Facility Financing.
Michael J. Holmes (age 55), joined Odyssey as Controller in March 2004,
and became Chief Financial Officer in May 2004. Mr. Holmes has served in a
variety of subsidiary financial management positions with Anheuser-Busch
Companies, Inc. to include Vice President Finance, Sea World Orlando; Vice
President Finance, Busch Gardens Tampa Bay; Corporate Controller, Metal
Container Corp in St Louis; VP Finance & CFO Exploration Cruise Lines in
Seattle, Washington; and Director Internal Audit Services for Anheuser-Busch
in St Louis. Mike received his undergraduate degree from the University of
Missouri and his MBA from Crummer Graduate School of Business at Rollins
College in Orlando. Mike has also served as an adjunct professor of
Accounting at the Rosen School of Hospitality Management, University of
Central Florida in Orlando. Mike has been very active in community leadership
positions to include board member of the Orlando Regional Chamber of Commerce,
the ETC of Central Florida (International Drive Transportation Group) and
Junior Achievement of Tampa Bay. He is currently serving on the Crummer
Graduate School of Business Alumni Board and is a graduate of Leadership
Tampa.
David A. Morris (Age 53) has served as Secretary and Treasurer of the
Company since August 1997. Mr. Morris graduated with a Bachelor of Science
degree in Mechanical Engineering from Michigan State University in 1974. In
his capacity with the Company David coordinates administrative business
activities including accounting, audit, financial and tax reporting and
participates in overall corporate planning.
Davis D. Howe (Age 45) joined Odyssey Marine Exploration as Chief
Operating Officer in July 2004. Mr. Howe has assisted several public companies
transition from the developmental and early revenue generating stages to
successful operational companies maximizing revenues and earnings. He has held
senior management positions at several major public companies including Nextel
Communications, Aerial Communications (merged with VoiceStream and Omnipoint)
and Intermedia. Mr. Howe has been instrumental in developing strong
organizational structure for companies requiring cross-departmental
improvement.
The Company's Board of Directors held six (6) meetings during the fiscal
year ended February 29, 2004. Each Director attended at least 75% of the
aggregate number of meetings held by the Board of Directors and its Committees
during the time each such Director was a member of the Board or of any
Committee of the Board. Since February 29, 2004, the Board has held four (4)
additional meetings.
The Board has analyzed the independence of each Director and determined
that the following directors are independent under the listing standards of
the American Stock Exchange, and have no material relationships with the
7
Company (either directly or as a partner, stockholder or officer of an
organization that has a relationship with the Company): George Knutsson,
David J. Saul and George E. Lackman, Jr. John C. Morris and Gregory P. Stemm
are not considered independent because they are officers of the Company.
The Company's executive officers hold office until the next annual
meeting of directors of the Company, which currently is scheduled for February
25, 2005. There are no known arrangements or understandings between any
director or executive officer and any other person pursuant to which any of
the above-named executive officers or directors was selected as an officer or
director of the Company.
No event occurred during the past five years which is material to an
evaluation of the ability or integrity of any Director or person nominated to
be Director or Executive Officer of the Company.
Committees of the Board
The Company has a Compensation Committee, an Audit Committee and a
Governance Committee.
Compensation Committee
The Compensation Committee presently consists of George Knutsson, David
J. Saul and George E. Lackman, Jr. The Compensation Committee reviews the
compensation arrangements for the Company's Chief Executive Officer and makes
recommendations to the Board of Directors. During the fiscal year ended
February 29, 2004, this Committee held one (1) meeting. The Committee has
since held two additional meetings and has utilized outside consultants to
assist in formulating its recommendations to the Board.
Audit Committee
The Audit Committee presently consists of George Knutsson, David J. Saul
and George E. Lackman, Jr. The Audit Committee assists the Board of Directors
in fulfilling its responsibilities to stockholders concerning the Company's
financial reporting and internal controls and facilitates open communication
between the Audit Committee, Board of Directors, Odyssey's independent
registered public accounting firm and management. The Audit Committee is
responsible for reviewing the audit process and evaluating and retaining the
independent registered public accountants. The independent registered public
accounting firm meets with the Audit Committee to review and discuss various
matters pertaining to the audit, Odyssey's financial statements, the report of
the independent registered public accounting firm on the results, scope and
terms of their work, and their recommendations concerning the financial
practices, controls, procedures and policies employed by Odyssey. The Audit
Committee is charged with the treatment of complaints for the confidential,
anonymous submission by employees of Odyssey of concerns regarding
questionable accounting or auditing matters. The Board of Directors has
adopted a written charter for the Audit Committee, a copy of which is attached
to this proxy statement as Appendix A. During the fiscal years ended February
29, 2004, the Audit Committee held four (4) meetings. The Audit Committee has
since held an additional three (3) meetings.
The Board has determined that Mr. Knutsson is an "audit committee
financial expert" as defined in Item 401(h) of Regulation S-K, pursuant to the
fact that, among other things, he was founder and Chief Financial Officer of
Pro-Tech Monitoring and in that capacity has acquired the relevant experience
8
and expertise and has the attributes set forth in the applicable rules in
order to constitute him as an audit committee financial expert.
Governance Committee
The Governance Committee was established May 26, 2004 and presently
consists of David J. Saul, George Knutsson and George E. Lackman, Jr. The
purpose of the Governance Committee is to i) identify individuals qualified to
become members of the Board of Directors; ii) Recommend individuals to the
Board as director nominees and recommend Directors to serve as members of
Board committees; iii) Develop and recommend to the Board a set of Corporate
Governance guidelines; iv) Manage the Board's internal affairs, and v) be
responsible for reassessing the overall effectiveness of the Board. A copy of
the Governance Committee Charter is attached to this proxy statement as
Appendix B.
The Governance Committee has not established any minimum qualifications
for persons to be considered for nomination, but will be guided by the
following criteria, that the individual be of the highest character and
integrity; be free of any conflict of interest that would violate any
applicable law or regulation or interfere with proper performance of the
responsibilities of a Director; possess substantial and significant experience
that would be of particular importance to the Company in the performance of
the duties of a Director; have sufficient time available to devote to the
affairs of the Company; and have a desire to represent the balanced best
interests of the shareholders as a whole.
Shareholders who wish to recommend persons to the Governance Committee
should submit a letter addressed to the Chairperson of the Governance
Committee no later than 120 days prior to the date of the next Annual Meeting
of Shareholders that sets forth the name, age, and address of the person
recommended for nomination; the principal occupation or employment of the
person recommended for nomination; a statement that the person is willing to
be nominated and will serve if elected; and a statement as to why the
shareholder believes that the person should be considered for nomination for
election to the Board of Directors and how the person meets the criteria to be
considered by the Committee described above.
Code of Ethics
The Board of Directors has not yet adopted a code of ethics that applies
to the Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions because it has not yet had an opportunity to fully discuss the
provisions that will be included in the Company's code of ethics. The Board
of Directors intends to adopt a code of ethics for all of the Company's
Executive Officers, Directors and employees in the near future.
Communications with the Board of Directors
Shareholders wishing to contact the Board of Directors for a specified
member or committees of the Board should send correspondence to the Corporate
Secretary, Odyssey Marine Exploration, Inc., 5215 W. Laurel Street, Tampa,
Florida 33607. All communications so received from stockholders of the
Company will be forwarded to the members of the Board of Directors, or to a
specific Board member or committee if so designated by the stockholder. A
stockholder who wishes to communicate with a specific Board member or
committee should send instructions asking that the material be forwarded to
the Director or to the appropriate committee chairman. All stockholders are
9
also encouraged to communicate directly with both Officers and Directors
regarding issues affecting the Company at the Annual Meeting of Shareholders.
Section 16(A) Beneficial Ownership Reporting Compliance
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during the fiscal year ended February 29, 2004, and
Form 5 and amendments thereto furnished to the Company with respect to the
fiscal year ended February 29, 2004 and certain written representations, no
persons who were either a Director, Officer or beneficial owner of more than
10% of the Company's Common Stock, failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during the fiscal year ended
February 29, 2004, except that Michael V. Barton, the Company's former Chief
Financial Officer, reported one transaction late in a Form 4.
EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive
compensation for the Company's President for the years ended February 29,
2004, February 28, 2003, and February 28, 2002, and each other executive
officer who had total annual salary and bonus in excess of $100,000 during
such years.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
---------------------------
Annual Compensation Awards Payouts
------------------------ ------------------ --------
Securi-
ties
Re- Under- All
Name and stricted lying LTIP Other
Principal Stock Options/ Payout Compen-
Position Year Salary Bonus Awards SARs(#) ($) sation
--------------- ----- -------- -------- --------- -------- ------- -------
John C. Morris, 2004 $150,000 $246,500 -0- 250,000 -0- -0-
President 2003 $150,000 $ 2,000 -0- -0- -0- -0-
2002 $125,000 $ -0- -0- 100,000 -0- -0-
Gregory P. Stemm, 2004 $150,000 $246,500 -0- 250,000 -0- -0-
Vice-President 2003 $150,000 $ 2,000 -0- -0- -0- -0-
2002 $125,000 $ -0- -0- 100,000 -0- -0-
Michael V. Barton, 2004 $100,000 $ 14,500 -0- 100,000 -0- -0-
Former CFO 2003 $ 79,175 $ 1,000 -0- -0- -0- -0-
George J. Becker, 2004 $100,000 $ 14,500 -0- 100,000 -0- -0-
Jr., COO 2003 $ 87,500 $ 1,000 -0- -0- -0- -0-
David A. Morris, 2004 $100,000 $ 14,500 -0- 200,000 -0- -0-
Secr/Treas 2003 $100,000 $ 1,500 -0- -0- -0- -0-
2002 $ 90,000 $ -0- -0- -0- -0- -0-
The following table sets forth certain information concerning individual
grants of stock options made during the year ended February 29, 2004 to each
Named Executive Officer of the company:
10
OPTION GRANTS IN LAST FISCAL YEAR (1)
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Share) Date
--------------- ---------- ------------ ------------ ----------
John C. Morris 125,000 7.25% $ 2.50 2/28/2008
John C. Morris 125,000 7.25% $ 1.25 2/28/2008
Greg P. Stemm 125,000 7.25% $ 2.50 2/28/2008
Greg P. Stemm 125,000 7.25% $ 1.25 2/28/2008
Michael Barton 50,000 2.90% $ 2.50 2/28/2008
Michael Barton 50,000 2.90% $ 1.25 2/28/2008
George J. Becker,Jr. 50,000 2.90% $ 2.50 2/28/2008
George J. Becker,Jr. 50,000 2.90% $ 1.25 2/28/2008
David A. Morris 100,000 5.80% $ 2.50 2/28/2008
David A. Morris 100,000 5.80% $ 1.25 2/28/2008
____________
(1) Options generally have a 5-year term. The exercise price of the options
granted exceeded the fair market value of our Common Stock on the date of
grant. The options vest by 25% each six month anniversary of the grant date,
and become 100% vested on the two year anniversary of the grant date.
AGGREGATE OPTION EXERCISES IN YEAR ENDED
FEBRUARY 29, 2004 AND FEBRUARY 29, 2004 OPTION VALUES
Securities Under- Value of Unexer-
lying Unexercised cised In-The-
Shares Options at Money Options at
Acquired on February 29, 2004 February 29, 2004
Exercise Value Exercisable/ Exercisable/
Name (Number) Realized Unexercisable Unexercisable
--------------------- ----------- -------- ----------------- ------------------
John C. Morris 50,000 $225,000 162,500 / 187,500 $612,813 / $548,438
Greg P. Stemm 50,000 222,000 162,500 / 187,500 612,813 / 548,438
Michael V. Barton -0- -0- 75,000 / 100,000 263,125 / 314,375
George J. Becker, Jr. 10,000 19,500 100,000 / 100,000 358,125 / 314,375
David A. Morris 50,000 177,300 50,000 / 150,000 146,250 / 438,750
Employment Agreements
John Morris, Greg Stemm, David Morris and George Becker, Jr. have
employment agreements through February 28, 2005. For the year commencing on
March 1, 2004, the Compensation Committee has set the base salaries for John
Morris and Greg Stemm at $250,000 per year. The base salaries for David
Morris and George Becker, Jr. have been set at $120,000. We anticipate that
in addition to their base salary each of these individuals will receive stock
options and certain other benefits as determined by the Board of Directors.
Michael Barton, who served as the chief financial officer from May 2002 until
May 24, 2004, had an employment agreement and his base salary was $200,000 per
year during the period from March 1, 2004 until May 31, 2004. Mr. Barton
resigned as CFO on May 24, 2004, however, he continued to perform the function
of the CFO until May 28, 2004.
11
Employee Stock Option Plan
During the Special Shareholder Meeting held September 8, 1997, the
Shareholders approved an Employee Stock Option Plan (the "Plan"). The Plan
authorized the issuance of options to purchase up to two million shares of the
Company's Common Stock. On November 7, 2001, the shareholders approved an
amendment to the Plan increasing the number of shares in the Plan to three
million five hundred thousand shares.
The Plan allows the Board of Directors to grant non-qualified stock
options from time to time to employees, officers and directors, and
consultants of the Company. The board determines vesting provisions at the
time options are granted. The option price for any option will be no less
than the fair market value of the Common Stock on the date the option is
granted.
During the fiscal year ended February 29, 2004, we issued the following
options to directors, in addition to those itemized in the Summary
Compensation Table above, from the Plan:
Date Number of Option Date
Of Options Exercise Of
Grantee Position Grant Granted Price Expiration
--------------- -------- --------- --------- -------- ----------
George Knutsson Director 3/18/2003 25,000 $1.25 2/28/2008
3/18/2003 25,000 $2.50 2/28/2008
David Saul Director 3/18/2003 25,000 $1.25 2/28/2008
3/18/2003 25,000 $2.50 2/28/2008
George Lackman Director 3/18/2003 25,000 $1.25 2/28/2008
3/18/2003 25,000 $2.50 2/28/2008
Henri DeLauze Former 3/18/2003 25,000 $1.25 2/28/2008
Director 3/18/2003 25,000 $2.50 2/28/2008
Director Compensation
Effective January 14, 2005 our outside Directors are compensated for
attending meetings according to the following structure:
* Each non-executive director will receive $20,000 annually. In addition
Non-executive directors shall receive $1,000 per meeting attended on
behalf of the Board of Directors including full Board Meetings,
Audit Committee Meetings, and Compensation Committee Meetings.
* Meetings attended telephonically or in conjunction with a full Board
Meeting shall earn a compensation of $500 for attendance.
* Committee Chairman shall receive an additional annual retainer of
$5,000 for the Audit committee, or $2,500 for the Compensation and
Governance committee and will receive an additional $500 per meeting
over which they preside.
12
EQUITY COMPENSATION PLAN INFORMATION AS OF FEBRUARY 29, 2004
Plan category Number of securities Weighted Average Number of securities
to be issued upon ex- exercise price of remaining available
exercise of outstand- outstanding options for future issuance
ing options, warrants warrants and rights
and rights
-------------- --------------------- ------------------- --------------------
Equity compen-
sation plans
approved by
securityholders 2,439,000 $ 3.18 421,500
--------------------------------------------------------------------------------
Equity compen-
sation plans
not approved by
securityholders -0- -0- -0-
--------------------------------------------------------------------------------
Total 2,439,000 $ 3.18 421,500
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two years certain officers, directors, and beneficial
owners entered into transactions with the Company as follows:
On January 1, 2001, we renewed loan agreements with Gregory Stemm and
John Morris authorizing each to borrow a maximum of $120,000 from the Company
at 8% annual interest compounded quarterly. On October 10, 2001, the loans
were revised authorizing borrowing up to $130,000 under the same terms and an
additional $20,000 for the exercise of stock options. On March 1, 2002, the
loans were revised to allow borrowing up to $150,000 under the same terms and
up to $20,000 for the exercise of stock options. These loans would have
become due on December 31, 2004. On December 5, 2003 John Morris and Greg
Stemm re-paid the balances in full of the principal amounts and all
accumulated interest due on the loans.
On April 1, 2001, we entered into a loan extension agreement with Robert
Stemm, Gregory Stemm's father, wherein Mr. Stemm extended the due date on his
loan to the Company until March 31, 2003. The principal amount of $56,144 bore
interest at 10% per annum and was secured by an inventory of raw emeralds.
This loan was convertible into shares of Common Stock at the rate of $.50 per
share. On March 31, 2003, we entered into a Debt Conversion Agreement wherein,
Mr. Stemm was paid $13,373 in cash and received 108,000 shares of our common
stock for payment in full of the note and accrued interest. Payment of the
note established March 31, 2005, as the expiration date of the warrants for
the purchase of common stock previously issued to Mr. Stemm as an inducement
to extend the loan due dates, and terminated the security interest in the
inventory of raw emeralds that previously secured the note. Warrants held by
Mr. Stemm as a result of his loan to the Company are as follows:
Date issued Number of shares Exercise Price Expiration Date
----------- ---------------- -------------- ---------------
4/1/1999 11,000 $ 3.00/share March 31, 2005
4/1/2000 21,500 $ 2.00/share March 31, 2005
13
On February 28, 2001, we completed the sale of shares of our Series B
Convertible Preferred Stock, Common Stock and Warrants to MacDougald Family
Limited Partnership ("MFLP") for $3,000,000 in cash. The sale of securities
was made pursuant to a Stock Purchase Agreement dated February 28, 2001. MFLP
purchased 850,000 shares of our Series B Convertible Preferred Stock, 864,008
shares of Common Stock and Warrants to purchase an additional 1,889,000 shares
of Common Stock. The cash used came from operating funds of MFLP. Warrants to
purchase 1,659,000 shares subsequently expired. As of the date of this report,
MFLP holds options to purchase 230,000 shares at $0.30 per share.
Under the terms of the Stock Purchase Agreement, MFLP received certain
rights to require us to register the Common Stock purchased and the shares of
Common Stock issuable on the conversion or exercise of the Preferred Stock and
Warrants for resale under the Securities Act of 1933.
MFLP is a Nevada limited partnership of which MacDougald Management, Inc.
("MMI") is sole general partner. The limited partners include James E.
MacDougald, his wife Suzanne M. MacDougald, and two trusts for the benefit of
the children and grandchildren of Mr. and Mrs. MacDougald. James E.
MacDougald is the President of MMI. Mr. MacDougald served on the Board of
Directors of the Company from February through October, 2001.
On October 12, 2001, MFLP delivered a Notice of Conversion to us pursuant
to which MFLP converted 850,000 shares of Preferred Stock held by MFLP into
8,500,000 shares of Common Stock in accordance with the terms of the Stock
Purchase Agreement and the Certificate of Designation. No additional funds
were expended by MFLP in connection with its acquisition of the Common Stock.
The consideration for the Common Stock was the Preferred Stock tendered by
MFLP to us.
As a condition and an inducement to MFLP to convert the Preferred Stock,
the Company and MFLP executed an Amended and Restated Registration Rights
Agreement, dated October 12, 2001 ("Amended and Restated Registration Rights
Agreement"), pursuant to which the Issuer granted MFLP up to five demand
registration rights. Concurrently with the execution of the Amended and
Restated Registration Rights Agreement, the Company and MFLP entered into the
First Amendment to Series B Stock Purchase Agreement, dated October 12, 2001
("First Amendment to Stock Purchase Agreement"), which eliminated certain of
MFLP's rights under the Stock Purchase Agreement.
On May 26, 1998, we signed an agreement with a subcontractor that
entitled it to receive 5% of the post finance cost proceeds from any
shipwrecks in a certain search area of the Mediterranean Sea. A shipwreck we
have found, which we believe to be the HMS Sussex, is located within the
specified search area and we will be responsible to share future revenues, if
any, from this shipwreck. On December 9, 2002, a Georgia limited liability
company acquired the 5% interest in the Cambridge Project from the
subcontractor through a foreclosure sale. John Morris and Greg Stemm have
member interests of 32% and 28%, respectively, in the limited liability
company.
REPORT OF THE AUDIT COMMITTEE
The Company has a standing Audit Committee (the "Audit Committee") of the
Board of Directors. The Audit Committee currently consists of Messrs.
Knutsson, Saul and Lackman, who are independent directors(as defined in
Section 803 of the listing standards of the American Stock Exchange). In
January 2003, the Audit Committee adopted a charter which was amended by the
Board of Directors on May 26, 2004. A copy of the amended charter is attached
14
to this proxy statement as Appendix A. The Audit Committee, on behalf of the
Board, oversees the Company's financial reporting process. In fulfilling its
oversight responsibilities, the Audit Committee reviewed with Management the
audited financial statements and the footnotes thereto in the Company's Annual
Report on Form 10-KSB for the fiscal year ended February 29, 2004, and
discussed with management the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments and the
clarity of the disclosures in the financial statements. In addition, the
Audit Committee is responsible for the engagement of the Company's independent
public accountants, and for approving all non-audit services performed by the
independent public accountants. The Audit Committee held four (4) meetings in
fiscal year ended February 29, 2004.
The Company's outside independent public accountants, Ferlita, Walsh &
Gonzalez, P.A., are responsible for expressing an opinion on the conformity of
the Company's audited financial statements in all material respects, to
accounting principles generally accepted in the United States. The Audit
Committee reviewed and discussed with the independent public accountants their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
by the Audit Committee with the Company's independent public accountants under
Statement on Auditing Standards 61, as amended by SAS 90. The Company's
independent public accountants have expressed the opinion that the Company's
audited financial statements conform, in all material respects, to accounting
principles generally accepted in the United States. The independent public
accountants have full and free access to the Audit Committee.
The Audit Committee Chairman discussed with the Company's independent
public accountants their independence from management and the Company, and
received from them the written disclosures and the letter concerning the
independent accountants' independence required by the Independence Standard
Board Standard No. 1.
The Audit Committee Chairman discussed with the Company's independent
public accountants the overall scope and plans of the audit. The Audit
Committee Chairman met with the independent public accountants to discuss the
results of their audit, their evaluations of the Company's internal controls
and the overall quality of the Company's financial reporting.
In reliance on the review and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial statements be
included in the Annual Report on Form 10-KSB for the fiscal year ended
February 29, 2004, for filing with the Securities and Exchange Commission.
The Audit Committee also selected Ferlita, Walsh & Gonzalez, P.A., to serve as
the Company's independent public accountants for the transition period ending
December 31, 2004.
Members Of The Audit Committee
George Knutsson, Chairman
David J. Saul
George E. Lackman, Jr.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The independent accounting firm of Ferlita, Walsh & Gonzalez, P.A.,
audited the financial statements of the Company for the year ended February
29, 2004, and has been selected by the Audit Committee to serve in such
capacity for the transition period ended December 31, 2004.
15
At the direction of the Audit Committee, this appointment is being
presented to the shareholders for ratification or rejection at the Annual
Meeting of Shareholders. If the shareholders do not ratify the appointment of
Ferlita, Walsh & Gonzalez, P.A., the appointment of auditors will be
reconsidered by the Audit Committee.
It is expected that representatives of Ferlita, Walsh & Gonzalez, P.A.,
will be present at the meeting and will be given an opportunity to make a
statement if they desire to do so. It is also expected that the
representatives will be available to respond to appropriate questions from
shareholders.
The Audit Committee recommends the ratification of the appointment of
Ferlita, Walsh & Gonzalez, P.A., as the Company's independent public
accountants.
Independent Auditor Fees
The following table presents aggregate fees for professional services
rendered by Ferlita, Walsh & Gonzalez, P.A., for the audit of the Company's
annual financial statements for the fiscal years ended February 29, 2004 and
February 28, 2003, and fees billed for other services rendered by them during
those periods.
2004 2003
-------- --------
Audit Fees (1) $ 28,375 $ 21,000
Audit-Related Fees $ 0 $ 0
Tax Fees $ 0 $ 0
All Other Fees $ 0 $ 0
-------- --------
Total $ 28,375 $ 21,000
_________________
(1) These are fees for professional services performed by for the audit of
the Company's annual financial statements and review of financial statements
included in the Company's 10-QSB filings, and services that are normally
provided in connection with statutory and regulatory filings or engagements.
Audit Committee Pre-Approval Policy
The Company's independent accountants may not be engaged to provide
non-audit services that are prohibited by law or regulation to be provided by
it, nor may the Company's principal accountant be engaged to provide any other
non-audit service unless it is determined that the engagement of the principal
accountant provides a business benefit resulting from its inherent knowledge
of the Company while not impairing its independence. The Audit Committee must
pre-approve the engagement of the Company's principal accountant to provide
both audit and permissible non-audit services. No non-audit services were
provided by the independent accountants during the past two fiscal years.
16
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE 2005 ANNUAL MEETING OF SHAREHOLDERS
Any proposal by a shareholder intended to be presented at the Company's
2005 Annual Meeting of Shareholders must be received at the offices of the
Company, 5215 W. Laurel Street, Tampa, Florida 33607, a reasonable amount of
time prior to the mailing of the proxy statement for that meeting in order to
be included in the Company's proxy statement and proxy relating to that
meeting.
JOHN C. MORRIS, PRESIDENT
Tampa, Florida
January 21, 2005
17
APPENDIX A
ODYSSEY MARINE AUDIT COMMITTEE CHARTER
ROLE
The Audit Committee of the Board of Directors assists the Board of Directors
in fulfilling its responsibility for oversight of the quality and integrity of
the accounting, auditing, and reporting practices of the Company, and such
other duties as directed by the Board. The Committee's purpose is to oversee
the accounting and financial reporting processes of the company and the audits
of the Company's financial statements. The Committee's role includes a
particular focus on the qualitative aspects of financial reporting to
Shareholders and on the Company's processes to manage business and financial
risk, and for compliance with significant applicable legal, ethical, and
regulatory requirements. The Committee is directly responsible for the
appointment, compensation, and oversight of the public accounting firm engaged
to prepare or issue an audit report on the financial statements of the
Company.
MEMBERSHIP
The membership of the Committee consists of at least three directors who are
generally knowledgeable in financial and auditing matters, including at least
one member with accounting or related financial management expertise. Each
member will be free of any relationship that, in the opinion of the board,
would interfere with his or her individual exercise of independent judgment.
Applicable laws and regulations will be followed in evaluating a member's
independence. The chairperson is appointed by the full Board.
OPERATIONS
The Committee meets at least six times a year. Additional meetings may occur
as the Committee or its chair deems advisable. The Committee will cause to be
kept adequate minutes of all its proceedings and will report its actions to
the next meeting of the Board. Committee Members will be furnished copies of
the minutes of each meeting and any action taken by unanimous consent. The
Committee will be governed by the same rules regarding meetings (including
meetings by conference telephone or similar communications equipment), action
without meetings, notice, waiver of notice, and quorum and voting requirements
as are applicable to the Board. The Committee is authorized and empowered to
adopt its own rules of procedure not inconsistent with (a) any provision
hereof; (b) any provision of the Bylaws of the Corporation, or (c) the laws of
the state of Florida.
COMMUNICATIONS/ REPORTING
The public accounting firm reports directly to the Committee. The Committee
is expected to maintain free and open communication with the public accounting
firm, the internal auditors, and the Company's management. This communication
will include private Executive sessions, at least annually, with each of these
parties. The Committee chairperson shall report on Audit Committee activities
to the full Board.
A-1
EDUCATION
The Company is responsible for providing the Committee with educational
resources related to accounting principles and procedures, current accounting
topics pertinent to the Company and other material as may be requested by the
Committee. The Company will assist the Committee in maintaining appropriate
financial literacy.
AUTHORITY
The Committee will have the resources and authority necessary to discharge its
duties and responsibilities, including the authority to retain outside counsel
or other experts or consultants, as it deems appropriate. The Committee will
be provided with appropriate funding by the Company, as the Committee
determines, for the payment of compensation to any registered public
accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Company;
outside counsel and other advisors as it deems appropriate, and ordinary
administrative expenses of the Committee that are necessary or appropriate in
carrying out its duties. In discharging its oversight role, the Committee is
empowered to investigate any matter brought to its attention. Any
communications between the Committee and legal counsel in the course of
obtaining legal advice will be considered privileged communications of the
Company, and the Committee will take all necessary steps to preserve the
privileged nature of those communications.
RESPONSIBILITIES
The Committee's specific responsibilities in carrying out its oversight role
are delineated in the Audit Committee Responsibilities Checklist. The
responsibilities checklist will be updated annually to reflect changes in
regulatory requirements, authoritative guidance, and evolving oversight
practices. As the compendium of Committee responsibilities, the most recently
updated Responsibilities Checklist will be considered to be an addendum to
this Charter.
The Committee relies on the expertise and knowledge of Management, the
internal auditors and the public accounting firm in carrying out its oversight
responsibilities. Management of the Company is responsible for determining
the Company's financial statements are complete, accurate and in accordance
with general accepted accounting principles. The public accounting firm is
responsible for auditing the Company's financial statements. It is not the
duty of the Committee to plan or conduct audits, to determine that the
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles, to conduct investigations, or to
assure compliance with laws and regulations or the Company's internal
policies, procedures and controls.
A-2
ODYSSEY MARINE EXPLORATION AUDIT COMMITTEE RESPONSIBILITIES
CALENDAR
RESPONSIBILITY WHEN PERFORMED
Audit Committee Meetings
------------------------------------- ----------------------------------------------
Winter Spring Summer Fall As Needed
------- ------- ------- ------- ---------
1. The agenda for Committee meetings X X X X X
will be prepared in consultation
between the Committee chair (with
input from the Committee members),
Finance management, and the
independent auditor.
2. Review and update the Audit X
Committee Charter and
Responsibilities Calendar
annually.
3. Provide a report in the annual X
proxy that includes the
Committee's review and discussion
of matters with management and
the independent auditor.
4. Include a copy of the Committee X
charter as an appendix to the proxy
statement at least once every three
years.
5. Appoint and replace the independent X
auditor and approve the terms on
which the independent auditor is
engaged for the ensuing fiscal
year.
6. Resolve any disagreements between X
management and the independent
auditor about financial reporting.
7. Establish and oversee a policy X X X X X
designating permissible services
that the independent auditor may
perform for the Company, providing
for pre-approval of those ser-
vices by the Committee subject to
the de minimis exceptions permitted
under applicable rules, and quar-
terly review the firm's non-audit
services and related fees.
8. Review and approve the appointment X
or change in the General Auditor.
9. Ensure receipt from the independent X
auditor of a formal written statement
delineating all relationships
between the auditor and the company,
consistent with Independence
Standards Board Standard 1, and
A-3
actively engage in a dialogue with
the auditor with respect to any
disclosed relationships or services
that may impact the objectivity and
independence of the auditor, and
take or recommend that the full
Board take appropriate action
to oversee the independence of the
independent auditor.
10. Advise the Board about the Committee's X
determination whether the Committee
consists of a minimum of three
members who are financially literate,
including at least one member who has
accounting or related financial
Management expertise.
11. Inquire of Finance management and the X
independent auditor about significant
risks or exposures and assess the
steps management has taken to
minimize such risk to the company.
12. Review with the independent auditor X X
and Finance management the audit
scope and plan, and coordination of
audit efforts to assure completeness
of coverage, reduction of redundant
efforts, the effective use of audit
resources, and the use of independent
public accountants other than the
appointed auditors of the Company.
13. Consider and review with Finance
management, the independent auditor:
a. The Company's annual assessment X X
of the effectiveness of its
internal controls and the
independent auditor's attestation
and report about the Company's
assessment. (1)
b. The adequacy of the Company's X X
internal controls including
computerized information system
controls and security.
c. Any related significant findings X X
and recommendations of the
independent public accountants
and internal audit together with
management's responses thereto.
14. Review with Finance management any X X X X
significant changes to GAAP and/or
MAP policies or standards.
A-4
15. Review with Finance Management and
the independent auditor at the
completion of the annual audit:
a. The Company's annual financial X X
statements and related footnotes.
b. The independent auditor's audit X X
of the financial statements and
its report thereon.
c. Any significant changes required X X
in the independent auditor's
audit plan.
d. Any serious difficulties or X X
disputes with management en-
countered during the course of
the audit.
e. Other matters related to the X X
conduct of the audit which are
to be communicated to the
Committee under generally
accepted auditing standards.
16. Review with Finance management X X
and the independent auditor at
least annually the Company's
critical accounting policies.
17. Review policies and procedures X
with respect to transactions between
the Company and officers and
directors or transactions that are
not a normal part of the Company's
business.
18. The Chairman of the Audit Committee X X X X
will participate in a telephonic
meeting among Finance management
and the independent auditor prior
to yearly earnings release.
a. Quarterly not required
b. Annually upon completion of
the audit fieldwork
19. Review the periodic reports of X X X X
the Company with Finance management
and the independent auditor prior
to filing of the reports with the
SEC.
20. In connection with each periodic
report of the Company, review:
a. Management's disclosure to X X X X
the Committee and the indepen-
dent auditor under Section 302
of the Sarbanes-Oxley Act.
A-5
b. The contents of the Chief X X X X
Executive Officer and the
Chief Financial Officer
certificates to be filed
under Sections 302 and 906 of
the Act.
21. Monitor the appropriate standards X X
adopted as a code of conduct for
Odyssey Marine Exploration, Inc.
22. Review with the Compliance Officer X X X X
legal and regulatory matters that
may have a material impact on the
financial statements, related
Company compliance policies, and
programs and reports received from
regulators.
23. Develop, review and oversee pro- X
cedures for (i) receipt, retention
and treatment of complaints received
by the Company regarding accounting,
internal accounting controls and
auditing matters, and (ii) the
confidential, anonymous submission
of employee concerns regarding
accounting or auditing matters.
24. Meet with the independent auditor X X X X
in executive session to discuss
any matters that the Committee or
the independent auditor believes
should be discussed privately with
the Audit Committee.
25. Meet with Finance management in X
executive sessions to discuss any
matters that the Committee or
Finance management believes should
be discussed privately with the
Audit Committee.
A-6
APPENDIX B
GOVERNANCE COMMITTEE CHARTER
This Governance Committee Charter has been adopted by the Governance Committee
of the Board of Directors of Odyssey Marine Exploration, Inc. (Company) and
ratified by the Board of Directors of the Company on May 26, 2004.
The Corporate Governance Committee shall consist of not less than three
directors as appointed by the Board of Directors. Members may be removed by
the Board of Directors in its discretion. Each member of the Committee shall
be independent now required in the United States for the purpose of this
charter. The Chairman of the Committee shall be designated by the Board of
Directors.
The purpose of the Corporate Governance Committee shall be to:
* Identify individuals qualified to become members of the Board of
Directors.
* Recommend individuals to the Board as director nominees and recommend
directors to serve as members of Board committees.
* Develop and recommend to the Board a set of corporate governance
guidelines.
* Manage the Board's internal affairs.
* Responsible for reassessing overall Board's effectiveness.
The Corporate Governance Committee is an arm of, and responsible to, the Board
of Directors to which it directly reports. The Corporate Governance Committee
is responsible for periodically updating the Board of Directors about
Committee activities and making appropriate recommendations.
P R O X Y
ODYSSEY MARINE EXPLORATION, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John C. Morris with the power to appoint
a substitute, and hereby authorizes him to represent and to vote as designated
below, all the shares of common stock of Odyssey Marine Exploration, Inc.
held of record by the undersigned on January 21, 2005, at the Annual Meeting
of Shareholders to be held on February 25, 2005, or any adjournment thereof.
1. Election of Directors:
[ ] FOR all nominees listed below (except as marked to the
contrary)
[ ] WITHHOLD authority to vote for all the nominees listed below:
John C. Morris Gregory P. Stemm
George Knutsson David J. Saul
George E. Lackman, Jr.
[INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name above and initial.]
2. The ratification of the appointment of Ferlita, Walsh & Gonzalez,
P.A., as the Company's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, Proxy Statement and Annual Report.
Dated: _____________, 2005.
_________________________________________
_________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ODYSSEY
MARINE EXPLORATION, INC. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED
PRE-ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IF YOU ATTEND THE MEETING.