Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
As described in Item 5.07 below, on May 22, 2018, the stockholders of Amyris, Inc. (the “Company”) approved (i) the 2010 EIP Amendments (as defined below), (ii) the 2010 ESPP Amendment (as defined below) and (iii) the CEO Equity Awards (as defined below), each as described in more detail under “Proposal 3 — Approval of Amendments to the Amyris, Inc. 2010 Equity Incentive Plan,” “Proposal 4 — Approval of Amendment to the Amyris, Inc. 2010 Employee Stock Purchase Plan” and “Proposal 5 — Approval of CEO Equity Awards,” respectively, in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2018 (the “Proxy Statement”), which descriptions are incorporated herein by reference. The 2010 EIP Amendments and the 2010 ESPP Amendment became effective upon such approval. The CEO Equity Awards will be granted on May 29, 2018, the first business day of the week following the week in which such awards were approved, in accordance with the Company’s existing policy regarding equity award grant dates.
On May 17, 2018, the Leadership Development and Compensation Committee of the Board of Directors (the “Board”) of the Company approved, subject to prior stockholder approval and grant of the CEO Performance Option (as defined in the Proxy Statement), an amendment to the participation agreement (the “Participation Agreement”) of John Melo, the Company’s President and Chief Executive Officer, relating to Mr. Melo’s participation in the Company’s Executive Severance Plan (the “Severance Plan”), the terms of which are described under “Executive Compensation — Potential Payments upon Termination and upon Termination Following a Change in Control” in the Proxy Statement, which description is incorporated herein by reference. to the amendment, (i) Mr. Melo would be entitled to the rights and benefits provided for in the CEO Performance Option in connection with a change of control of the Company and (ii) in the event of any conflict between the terms of the CEO Performance Option and the Participation Agreement or the Severance Plan relating to accelerated vesting of equity awards, the terms of the CEO Performance Option would govern and control.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 22, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) for the following purposes:
| • | To elect the four ClassII directors nominated by the Board to serve on the Board for a three-year term (“Proposal 1”); |
| • | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 (“Proposal 2”); |
| • | To approve amendments to the Company’s 2010 Equity Incentive Plan (the “2010 EIP”) to (i)increase the number of shares of common stock available for grant and issuance thereunder by 9,000,000 shares and (ii)increase the annual per-participant award limit thereunder to 4,000,000 shares (the “2010 EIP Amendments”); |
| • | To approve an amendment to the Company’s 2010 Employee Stock Purchase Plan to increase the maximum number of shares of common stock that may be issued over the term of the plan by 1,000,000 shares (the “2010 ESPP Amendment”); |
| • | To approve the issuance to Mr. Melo under the 2010 EIP of (i)a stock option to purchase 3,250,000 shares of common stock, such award being subject to performance-based vesting conditions, and (ii) a restricted stock unit award for 700,000 shares of common stock, such award being subject to time-based vesting in four equal annual installments with an initial vesting date of July1, 2019 (the “CEO Equity Awards”); |
| • | To approve certain anti-dilution provisions in, and the issuance of shares of common stock upon the exercise of, warrants issued in securities offerings completed in August2017 in accordance with NASDAQ Marketplace Rules 5635(c) and (d) (“Proposal 6”); and |
| • | To act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The following Class II directors listed in Proposal 1 were elected to the Board based on the following votes:
| For | Withhold | Broker Non-Vote | |
| Philip Eykerman | 26,031,766 | 3,600,053 | 7,840,825 |
| Frank Kung, Ph.D. | 26,032,989 | 3,598,830 | 7,840,825 |
| John Melo | 25,998,998 | 3,632,821 | 7,840,825 |
| R. Neil Williams | 26,008,566 | 3,623,253 | 7,840,825 |
Proposal 2 was approved by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 34,020,925 | 117,149 | 3,334,570 | — |
The 2010 EIP Amendments were approved by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 24,703,020 | 1,588,162 | 3,340,637 | 7,840,825 |
The 2010 ESPP Amendment was approved by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 25,694,749 | 618,736 | 3,318,334 | 7,840,825 |
The CEO Equity Awards were approved by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 23,823,597 | 1,456,288 | 4,351,934 | 7,840,825 |
Proposal 6 was approved by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 26,076,863 | 154,871 | 3,400,085 | 7,840,825 |
No further business was brought before the Annual Meeting.
About Amyris, Inc. (NASDAQ:AMRS)
Amyris, Inc. is an integrated industrial biotechnology company. The Company is engaged in research and development and sales of fuels and farnesene-derived products. It is applying its industrial synthetic biology platform to engineer, manufacture and sell products into a range of consumer and industrial markets, including cosmetics, flavors and fragrances (F&F), solvents and cleaners, polymers, lubricants, healthcare products and fuels. The Company focuses on a renewable hydrocarbon molecule called farnesene (Biofene). The Company is expanding its range of products across various categories divided into consumer and industrial applications. For consumer applications, the Company is developing and selling personal care products (which include ingredients for cosmetics and F&F), healthcare products and formulated end user products, such as Biossance brand skincare products and Muck Daddy brand hand cleaner product.
