TMC the metals Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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:

[ ]

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 Under §240.14a-12

​

Payment of Filing Fee (Check all boxes that apply):

[X]

No fee required

​

[ ]

Fee paid previously with preliminary materials

​

[ ]

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

​

Letter to Shareholders

April 18, 2025​

To Our Shareholders:

You are cordially invited to attend the 2025 annual and special meeting of shareholders of TMC the metals company Inc. (the “Company”) to be held in a virtual format on Thursday, May 29, 2025 at 10:00 a.m. EDT.

This year’s annual and special meeting will be held virtually via live audio webcast on the internet. We believe hosting a virtual annual and special meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of our annual and special meeting. You will be able to attend the annual and special meeting, vote and submit your questions during the annual and special meeting by visiting https://www.cstproxy.com/metals/2025. You will not be able to attend the annual and special meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.

At the annual and special meeting, we will present the audited consolidated financial statements for the fiscal year ended December 31, 2024 and the auditors’ report thereon, we will ask the shareholders to set the number of directors at eight and elect eight persons to our board of directors. In addition, we will ask shareholders to appoint Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025 and to adopt an amendment to our articles to update the advance notice provisions with respect to the address of our registered and records office. Our board of directors recommends the approval of each of the proposals and the election of each director nominee. Such other business will be transacted as may properly come before the annual and special meeting.

Under the Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 18, 2025, we intend to begin sending to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2025 annual and special meeting of shareholders and our annual report to shareholders. The Notice also provides instructions on how to vote by proxy, online or at the meeting, how to access the virtual annual and special meeting and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual and special meeting. Whether or not you plan to attend the annual and special meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.

Thank you for your continued support of the Company. We look forward to seeing you at the annual and special meeting.

Sincerely,

Chairman & Chief Executive Officer

NOTICE OF 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

April 18, 2025​

TIME: 10:00 a.m. EDT

DATE: Thursday, May 29, 2025

ACCESS: https://www.cstproxy.com/metals/2025

Notice is hereby given that this year’s annual and special meeting of shareholders of TMC the metals company Inc. (the “Meeting”) will be heId virtually via live webcast on the Internet at the above noted link at 10:00 a.m. EDT on Thursday, May 29, 2025. You will be able to attend the Meeting, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/metals/2025 at the date and time of the Meeting and entering the 12-digit control number included in the Notice of lnternet Availability or proxy card that you receive. For further information about the Meeting, please see the questions and answers about the Meeting under the heading “Important Information About the Annual and Special Meeting and Voting” beginning on page 3 of TMC the metals company lnc.’s 2025 Proxy Statement.

PURPOSES:

We will present the audited consolidated financial statements for the fiscal year ended December 31, 2024 and the auditors’ report thereon and then act on the following proposals:

To set the number of directors at eight;

​

To elect eight directors to hold office until the next annual general meeting of shareholders;

​

To appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

​

To adopt an amendment to our articles to update the advance notice provisions with respect to the address of our registered and records office; and

​

To transact such other business that is properly presented at the Meeting and any adjournments or postponements thereof.

​

WHO MAY VOTE:

You may vote if you were the record owner of TMC the metals company Inc. common shares at the close of business on April 3, 2025.

All shareholders are cordially invited to attend the Meeting. Whether you plan to attend the Meeting or not, in order to ensure the presence of a quorum, we urge you to vote and submit your proxy by the Internet or mail by following the instructions in the “Notice of Internet Availability of Proxy Materials” that you previously received. You may change or revoke your proxy at any time before it is voted at the Meeting. If you participate in and vote your shares at the Meeting, your proxy will not be used.

You will be provided instructions and prompted to vote during the Meeting. Shareholders may submit questions for the Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual Meeting platform athttps://www.cstproxy.com/metals/2025, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the Meeting. In addition, we have made available a separate conference line to allow attendees to communicate with each other during the Meeting. Attendees who wish to utilize this facility may do so by dialing the attendee conference line number shown on the right-hand side of the Meeting website under the heading “Attendee conference line.” Please note, however, that the attendee conference line is to allow attendees to communicate with each other during the Meeting only and cannot be used to listen to the Meeting or for asking questions to the Company.

BY ORDER OF OUR BOARD OF DIRECTORS

Chairman & Chief Executive Officer