0001493152-19-008566.txt : 20190603 0001493152-19-008566.hdr.sgml : 20190603 20190603165654 ACCESSION NUMBER: 0001493152-19-008566 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190530 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190603 DATE AS OF CHANGE: 20190603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARRONE BIO INNOVATIONS INC CENTRAL INDEX KEY: 0001441693 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 205137161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 19873937 BUSINESS ADDRESS: STREET 1: 1540 DREW AVENUE CITY: DAVIS STATE: CA ZIP: 95618 BUSINESS PHONE: 530-750-2800 MAIL ADDRESS: STREET 1: 1540 DREW AVENUE CITY: DAVIS STATE: CA ZIP: 95618 FORMER COMPANY: FORMER CONFORMED NAME: MARRONE ORGANICS INNOVATIONS INC DATE OF NAME CHANGE: 20080801 8-K 1 form8-k.htm

 

 

 

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): May 30, 2019

 

MARRONE BIO INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36030   20-5137161
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

1540 Drew Avenue, Davis, CA   95618
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (530) 750-2800

 

 

(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):

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.00001 par value   MBII   Nasdaq Capital Market

 

 

 

   
   

 

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

 

The 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of Marrone Bio Innovations, Inc. (the “Company,” “we” or “our”) was held on May 30, 2019. The disclosure set forth in Item 5.07(i) regarding the election of each of George H. Kerckhove and Zachary S. Wochok, Ph.D. to serve as a Class III director and in Item 5.07(iv) regarding the adoption of the 2019 Employee Stock Purchase Plan is incorporated herein by reference.

 

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

 

On May 30, 2019, we held our 2019 Annual Meeting in Davis, California. Of the 110,714,403 shares of common stock outstanding and entitled to vote at the 2019 Annual Meeting, 97,018,566 shares were present at the 2019 Annual Meeting either in person or by proxy, constituting a quorum of 87.62%. Our stockholders considered and voted on the following proposals at the 2019 Annual Meeting:

 

(i) Our stockholders elected each of George H. Kerckhove and Zachary S. Wochok, Ph.D. to serve as Class III directors of the Company’s Board of Directors for the ensuing three years and until their respective successors are elected.

 

The results of the voting were as follows:

 

    FOR   WITHHELD   BROKER NON-VOTES  
George H. Kerckhove   76,488,489   295,270   20,234,807  
Zachary S. Wochok, Ph. D.   72,199,725   4,584,034   20,234,807  

 

(ii) Our stockholders duly approved the compensation of the Company’s named executive officers.

 

The results of the voting were as follows:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES  
72,833,893   2,866,216   1,083,650   20,234,807  

 

(iii) Our stockholders voted, on a non-binding advisory basis, to recommend that a future advisory vote on the compensation paid to the Company’s named executive officers be held every three years. In response to the voting results and other factors, the Company’s Board of Directors determined at a meeting held on May 30, 2019 that the Company will hold an advisory vote on named executive officer compensation every three years until the next stockholder advisory vote on the frequency of advisory vote.

 

The results of the voting were as follows:

 

1 YEAR   2 YEARS   3 YEARS   ABSTAIN  
13,794,949   782,834   62,184,765   21,211  

 

(iv) Our stockholders approved the adoption of the 2019 Employee Stock Purchase Plan (the “ESPP”), which had previously been approved by the Company’s Board of Directors and the Compensation Committee of the Company’s Board of Directors, subject to stockholder approval. The ESPP became effective on June 1, 2019.

 

The purpose of the ESPP is to allow the Company to provide eligible employees of the Company and its participating parents and subsidiaries, if any, with the opportunity to purchase common stock at a discount from the then current market price through accumulated payroll deductions. The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code. Under the ESPP, eligible employees may authorize payroll deductions of up to 15% of eligible compensation for the purchase of common stock during each offering period, as described in the ESPP. A total of 1,000,000 shares of common stock is authorized for purchase over the term of the ESPP, subject to adjustment in the event of a stock split, stock dividend, combination or reclassification or similar event.

 

The foregoing description of the ESPP is only a summary and is qualified in its entirety by reference by the full text of the ESPP, which is attached as Appendix A to the Company’s Definitive Proxy Statement for the 2019 Annual Meeting, and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.

 

The results of the voting were as follows:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES  
67,148,670   9,413,875   221,214   20,234,807  

 

(v) Our stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

The results of the voting were as follows:

 

FOR   AGAINST   ABSTAIN  
96,564,684   323,448   130,434  

  

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1*   Marrone Bio Innovations, Inc. Employee Stock Purchase Plan (incorporated by reference to Appendix A of the Definitive Proxy Statement for the 2019 Annual Meeting filed by the Company on April 30, 2019).

 

   
   

 

SIGNATURES

 

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.

 

  MARRONE BIO INNOVATIONS, INC.
     
Dated: June 3, 2019 By: /s/ Linda V. Moore
    Linda V. Moore
    Executive Vice President, General Counsel and Secretary