0001200375-14-000004.txt : 20140227 0001200375-14-000004.hdr.sgml : 20140227 20140227070220 ACCESSION NUMBER: 0001200375-14-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140222 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140227 DATE AS OF CHANGE: 20140227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CODEXIS INC CENTRAL INDEX KEY: 0001200375 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 710872999 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34705 FILM NUMBER: 14646653 BUSINESS ADDRESS: STREET 1: 200 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-421-8100 MAIL ADDRESS: STREET 1: 200 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 8-K 1 form8-kitem502xappointment.htm 8-K Form 8-K (Item 5.02 - Appointment of P. Yang)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 22, 2014
____________________

Codexis, Inc.
(Exact name of Registrant as Specified in its Charter)
 

Delaware
001-34705
71-0872999
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
200 Penobscot Drive
Redwood City, CA 94063
(Address of Principal Executive Offices) (Zip Code)

(650) 421-8100
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 22, 2014, the Board of Directors (the “Board”) of Codexis, Inc. (the “Company”) increased the size of the Board from seven to eight members and appointed Patrick Y. Yang, Ph.D., as a Class I director, with an initial term expiring at the Company’s 2014 annual meeting of stockholders. Committee appointments for Dr. Yang have not been determined.
Dr. Yang will receive compensation as provided in the Company’s non-employee director compensation policy. Dr. Yang will receive an annual cash retainer of $50,000 per year and additional annual retainers for committee service as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2013 (the “2013 Proxy Statement”).
Under the Company’s non-employee director compensation policy, as amended in January 2013, upon his appointment to the Board, Dr. Yang received a grant of $100,000 of restricted stock under the Company’s 2010 Equity Incentive Award Plan, which amounted to 52,083 shares. The restricted stock will vest as to one-third of the shares on each anniversary of the grant date, subject to Dr. Yang’s continued service to the Company through each such vesting date.
The Company expects to enter into the Company’s standard indemnification agreement with Dr. Yang. See the descriptions of the Company’s standard indemnification agreement and of the 2010 Equity Incentive Award Plan contained in the 2013 Proxy Statement for additional information.




  
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 27, 2014
CODEXIS, INC.
By:
/s/ Douglas T. Sheehy
Name:
Douglas T. Sheehy
Title:
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary