BIOAMBER INC. (NYSE:BIOA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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BIOAMBER INC. (NYSE:BIOA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Appointment of Robert Frost

On May 12, 2017, Robert Frost was appointed by the Board of
BioAmber Inc. (the Company) to serve as a Class II director, with
a term expiring at the Companys 2018 Annual Meeting of
Stockholders.

Mr. Frost has been acting as a senior advisor and partner to
Naxos Capital Partners SCA Sicar since 2009.Prior to joining
Naxos, Mr. Frost spent 14 years with various private equity
firms, which included a position as Managing Director of Allianz
Capital Partners GmbH from 2000 to 2008 and roles with Nikko
Principal Investments Limited and the Nomura Principal Finance
Group. Mr. Frost began his career at Deloitte Touche in 1990
where he gained four years of tax structuring and accounting
experience. Mr. Frost is experienced in negotiating international
transactions, arranging financing and has served in multiple
board positions with private companies. Mr. Frost currently
serves on the board of directors of Elevance Renewable Sciences,
Inc.Mr. Frost holds an M.B.A. from the London Business School. In
his role at Naxos, Mr. Frost worked closely with the Company
prior to its initial public offering in 2013 and one of the
Companys large stockholders, Naxamber S.A., is wholly-owned by
Naxos Capital Partners.As a result, the board of directors
believes Mr. Frost will provide the board and management with
significant financial expertise and knowledge, extensive
knowledge of the Companys business and industry as well as
significant board experience, all of which are expected to
strengthen the boards collective qualifications, skills and
experience.

As a non-employee director, Mr. Frost will receive cash and
equity compensation paid by the Company to its non-employee
director compensation program. There are no arrangements or
understandings between Mr. Frost and any other person to which
Mr. Frost was selected as a director, and there are no
transactions between Mr. Frost and the Company that would require
disclosure under Item 404(a) of Regulation S-K.

Resignations of Jean-Francois Huc and George F. J. Gosbee

On May 11, 2017, Jean Francois Huc informed the Board of
Directors that he had decided to resign as a director of the
Company effective May 12, 2017.On May 11, 2017, George F.J.
Gosbee also informed the Board of Directors that he had decided
to resign as a director of the Company, and from each of the
board committees on which he served, effective immediately.The
resignations of Messrs. Huc and Gosbee were the result of
disagreement with decisions made by the Board of Directors
related to board composition following the Companys Annual
Meeting of Stockholders held on May 11, 2017.

Appointment of Chief Financial Officer

On May 12, 2017, the Board of Directors approved the appointment
of Mario Settino to replace Raymond Land as Chief Financial
Officer.Mr. Land will remain as Chairman of the Companys Board of
Directors.

Mr. Settino is seasoned professional with over 30 years of
financial and operational experience in various industries such
as services, manufacturing and high-end technology. He previously
served as President and Chief Financial Officer of Peds Legwear
and prior to this was Chief Financial Officer of Miranda
Technologies. Mr. Settino has previously held senior financial
positions with Loblaws, Bombardier andLGS, (an IBM company).He is
a chartered professional accountant who began his career at
Deloitte.Mr. Settino holds a Bachelor of Commerce degree from
Concordia University and a Graduate Diploma in Accountancy from
McGill University.

On May 15, 2017, BioAmber Canada Inc. entered into an employment
agreement with Mr. Settino (the Employment Agreement). to the
Employment Agreement, Mr Settino will be paid (i) a base salary
of CAD$340,000, which is subject to review and adjustment in
accordance with company policy and (ii) a target cash bonus in
the first quarter of each fiscal year of 50% of his gross base
salary, based on performance and subject to the evaluation and
determination of the Company and the Board. In connection with
his employment with the Company, the Board granted Mr. Settino an
option to purchase 200,000 shares of common stock at a price per
share to be determined in accordance with the terms of the
Companys Equity Grant Award Policy. The option vests over four
years, with 25% vesting on the first anniversary of the
Employment Agreement and the remaining 75% vesting on a monthly
basis over the three following years. The Company shall also
grant to Mr. Settino, in the first quarter of each fiscal year,
stock options to purchase shares of the Company, restricted stock
units or other similar awards based on his and the Companys
performance, such grants to be at the discretion of the Board and
in accordance with Company policies.

The Employment Agreement shall be in effect for an indeterminate
period and Mr. Settino shall have the right to terminate the
Employment Agreement at any time by giving a three month written
notice to the Company.In the event that the Company terminates
Mr. Settinos employment after August 15, 2017 for reasons other
than his death or for cause, Mr. Settino shall receive a
severance payment equal to nine months gross base salary plus one
month per year of service, up to a maximum of twelve months,

and a pro rata portion of (i) the average of the bonuses earned
by Mr. Settino for the two previous fiscal years if the
termination occurs after the second anniversary date of the
effective date of the Employment Agreement or (ii) the bonus
earned by Mr. Settino for the previous fiscal year if the
termination occurs after the first anniversary date of the
effective date of the Employment Agreement (the Severance
Payment). In the event that the Company terminates the employment
of Mr. Settino for reasons other than his death or for cause in
the twelve months following a transaction involving a change of
control of the Company, as determined by the Board, Mr. Settino
will be entitled to the Severance Payment, except that the nine
month period shall be replaced by a eighteen month period and the
maximum of twelve months shall be replaced by twenty-four months.

Mr. Settino has also agreed to a non-solicit and non-compete
clause during his employment and for a period of twelve months
thereafter.

A copy of the Employment Agreement is filed with this report as
Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 11,
2017 in Montreal, Canada (the Annual Meeting). According to the
inspector of elections, the stockholders present in person or by
proxy represented 20,251,660 shares of common stock (entitled to
one vote per share). The number of votes cast for, against or
withheld, as well as the number of abstentions and broker
non-votes with respect to each proposal voted upon at the Annual
Meeting are set forth below.

Proposal 1 The Election of Class I Directors.The stockholders
voted on the election of two Class I directors, Kurt Briner and
Ellen B. Richstone, to hold office until the 2020 annual meeting
of stockholders and until their successors are duly elected and
qualified, subject to their earlier resignation or removal.The
stockholders voted as follows:

Votes For

Votes Withheld

Abstentions

Broker

Non-Votes

Kurt Briner

15,896,243

397,929

_

3,957,488

Ellen B. Richstone

15,057,488

1,236,684

_

3,957,488

Accordingly, Mr. Kurt Briner and Ms. Ellen B. Richstone were
elected to the Companys board of directors.

Proposal 2 Ratification of Appointment of Independent Registered
Public Accounting Firm. The stockholders voted on the
ratification of the appointment of Deloitte LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017.The stockholders voted as follows:

Votes For

Votes Against

Abstentions

20,165,814

75,774

10,072

Accordingly, the appointment of independent registered public
accounting firm was ratified.

A copy of the related press release is filed with this report as
Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1

Employment Agreement by and among BioAmber Canada Inc.
and Mario Settino dated May 15, 2017.

99.1

Press Release dated May 15, 2017.


About BIOAMBER INC. (NYSE:BIOA)

BioAmber Inc. (BioAmber), formerly DNP Green Technology, Inc., is an industrial biotechnology company, which produces sustainable chemicals. The Company’s technology platform combines industrial biotechnology and chemical catalysis to convert renewable feedstocks into sustainable chemicals that are replacements for petroleum-derived chemicals, which are used in a range of everyday products, including plastics, food additives and personal care products. Its geographical segments include Europe and North America. Its product pipeline includes the derivatives of bio-succinic acid, such as 1,4 Butanediol (1,4 BDO) and tetrahydrofuran (THF), and succinic acid-based polyesters, and C6 building block chemicals, such as adipic acid, caprolactam and hexamethylenediamine (HMDA). Its products are used in various applications, including polyurethanes, resins and coatings, de-icing and coolant solutions, fine chemicals, lubricants, carpets, engineering plastics and artificial leather products.

BIOAMBER INC. (NYSE:BIOA) Recent Trading Information

BIOAMBER INC. (NYSE:BIOA) closed its last trading session up +0.03 at 2.29 with 68,635 shares trading hands.