Aemetis, Inc. (NASDAQ:AMTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2020, the Company’s Board of Directors (the “Board”) appointed Naomi L. Boness as a Class II director to fill the vacancy on the Board, with an initial term to continue until the Company’s 2021 Annual Meeting of Stockholders.
Dr. Naomi L. Boness is currently Managing Director of the Natural Gas Initiative at Stanford University and is an experienced practitioner in the energy sector, with expertise in reservoir geophysics, environmental management, investment analysis and strategic planning. Prior to joining Stanford University, Dr. Boness held a variety of technical and management positions at Chevron Corporation, most recently overseeing upstream strategy and portfolio analysis, with particular emphasis on North America shale gas and global LNG projects. Her current research interests are in the role of gas in decarbonization, optimization of shale gas developments, hydrogen in the power sector and utilization of decision analysis for national energy decisions in developing countries. Dr. Boness is an invited member of the United Nations Expert Group on Resource Classification, an invited member of the Renewable Gas Advisory Committee for the Renewable Natural Gas Coalition and a former chair of the Society of Exploration Geophysicists Oil and Gas Reserves Committee. Dr. Boness holds a Ph.D. from Stanford University in Geophysics, a M.Sc. from Indiana University and a B.Sc. from the University of Leeds.
In connection with her service as a member of the Board, Dr. Boness is eligible, subject to the Company’s director compensation policy, to receive the Company’s standard non-employee director cash and equity compensation. Dr. Boness will receive a pro rata portion of the $75,000 annual retainer for her service as a member of the Board in 2020. Additionally, she will receive a fee of $250 for each Board or committee meeting she attends telephonically and a fee of $500 for each Board or committee meeting she attends in person. As a new director, Dr. Boness is eligible under the Company’s director compensation policy to receive a stock option grant to purchase 10,000 shares of the Company’s common stock to the Company’s 2019 Stock Plan. The grant of the foregoing stock option to Dr. Boness was approved by the Governance, Nominating and Compensation Committee on June 4, 2020.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of the Company held on June 4, 2020, the following proposals were voted on by the Company\’s stockholders, as set forth below:
Proposal 1: Election of Directors
The foregoing candidates were elected to the Company’s Board.
Proposal 2: Ratification of the Amendment to the Aemetis, Inc. 2019 Stock Plan and the Director Stock Option Grant
The proposed amendment to the Company’s 2019 Stock Plan and the proposed director stock option grant were ratified.
Proposal 3: Ratification of Auditors
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standards; Transfer of Listing.
On June 5, 2020, Aemetis, Inc. (the “Company”) received a letter (the “Letter”) from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding the Company’s violation of Nasdaq Listing Rule 5635(c) (the “Rule”) in connection with the Company’s granting of an option to purchase an aggregate of 25,000 shares of its common stock from a non-shareholder approved inducement plan (the “Option Grant”). The Rule generally requires shareholder approval prior to an issuance of securities in connection with any equity compensation arrangement. The Staff determined that shareholder approval was required for the Option Grant, and because such shareholder approval was not received, the Company violated the Rule.
To remediate this non-compliance, the Company promptly nullified the Option Grant and restored the plan to its full number of shares available for issuance. Accordingly, the Staff determined in the Letter that the Company has regained compliance with the Rule, subject to this disclosure.
About Aemetis, Inc. (NASDAQ:AMTX)
Aemetis, Inc. is an international renewable fuels and biochemicals company. The Company is focused on the production of fuels and chemicals through the acquisition, development and commercialization of technologies that replace traditional petroleum-based products by conversion of first-generation ethanol and biodiesel plants into biorefineries. Its segments include North America and India. The North America segment includes the Company’s approximately 60 million gallon per year capacity ethanol manufacturing plant in Keyes, California and its technology lab in College Park, Maryland. The India segment includes the Company’s over 50 million gallon per year capacity biodiesel manufacturing plant in Kakinada, the administrative offices in Hyderabad, India, and the holding companies in Nevada and Mauritius. The Keyes plant produces denatured ethanol, Wet Distillers Grains, corn oil and Condensed Distillers Solubles. It produces biodiesel and refined glycerin at the Kakinada plant.
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