MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August4, 2017, the board of directors (the “Board”) of Marrone Bio Innovations, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”), effective as of the same date. The amendment and restatement modified Section3.1 of the Bylaws to provide that three-quarters (^{/_{)of the Board shall at all times consist of “independent directors,” as such term is defined in Nasdaq Listing Rule 5605(a)(2) (or any successor rule thereof). The amendment and restatement also modified Section3.1 to reflect that the current number of authorized directors is seven (7), as had previously been fixed by the Board and disclosed in connection with the Company’s 2016 annual meeting of stockholders.}}

The foregoing description of the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, attached as Exhibit 3.1 hereto and incorporated herein by reference.

On August4, 2017, the Board also adopted amendments to the Company’s Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics was updated to: (i)clarify that no Company personnel has any authority to engage in conduct inconsistent with or in violation of applicable U.S. laws and regulations, or to authorize, direct or condone such conduct by any other person; (ii)clarify that all company personnel are required to comply with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”); (iii)clarify that if any company personnel is asked to improperly report revenue or falsify any other records related to compliance with the SEC’s rules, regulations or guidance, or if any Company personnel is aware of such unlawful conduct by any other person, such personnel must immediately report the event to the Company’s general counsel, corporate compliance officer or other relevant authority; and (iv)make additional technical, administrative and other non-substantive revisions. The updated Code of Business Conduct and Ethics will be made available on the Company’s website at www.marronebioinnovations.com on the “Corporate Governance” page in the “Investors” section as soon as practicable.

The foregoing description of the amendments to the Code of Business Conduct and Ethics does not purport to be complete and is qualified in its entirety by reference to Code of Business Conduct and Ethics of the Company, attached as Exhibit 14.1 hereto and incorporated herein by reference.

MARRONE BIO INNOVATIONS INC Exhibit
EX-3.1 2 d439610dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF MARRONE BIO INNOVATIONS,…
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About MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII)

Marrone Bio Innovations, Inc. offers bio-based pest management and plant health products. The Company’s bio-based products include naturally occurring microorganisms, such as bacteria, fungi and plant extracts. It sells its products to crop protection market. Its four crop protection products include Regalia, Grandevo, Venerate and Majestene. Its products are used in both conventional and organic crop production, and are sold to growers of specialty crops, such as grapes, citrus, tomatoes, vegetables, nuts, leafy greens and ornamental plants. It offers Regalia for large-acre row crops, such as corn and soybeans. Its pipeline of early-stage discoveries and product candidates extends across a range of product types for end markets, including herbicides, fungicides, nematicides, insecticides, algaecides (for algae control), molluscicides (for mussel and snail control), and plant growth and plant stress regulators. It is engaged in developing MBI-010, MBI-110, Haven (MBI-505) and MBI-601.