UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Marrone Bio Innovations, Inc. (the “Company”) held on July 8, 2022 (the “2022 Special Meeting”), the Company’s stockholders approved (i) a proposal to adopt the Agreement and Plan of Merger, dated as of March 16, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among Bioceres Crop Solutions Corp., BCS Merger Sub, Inc., and the Company and (ii) a proposal to approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to the Company’s named executives in connection with the merger contemplated by the Merger Agreement.
On May 31, 2022, the record date for stockholders entitled to notice of, and to vote at, the 2022 Special Meeting, 182,378,219 shares of common stock were issued and outstanding. The holders of 127,130,867 shares were present at the 2022 Special Meeting either virtually or by proxy, constituting a quorum of 69.7%. Our stockholders considered and voted on the following proposals at the 2022 Special Meeting:
| (i) | Our stockholders approved the adoption of the Merger Agreement. |
The results of the voting were as follows:
| VOTES FOR: | 126,741,783 | |||
| VOTES AGAINST: | 327,863 | |||
| VOTES ABSTAINED: | 61,221 |
| (ii) | Our stockholders approved by non-binding advisory vote the merger-related named executive officer compensation. |
The results of the voting were as follows:
| VOTES FOR: | 125,284,456 | |||
| VOTES AGAINST: | 918,163 | |||
| VOTES ABSTAINED: | 928,248 |
Since there were sufficient votes represented at the special meeting to adopt the Merger Agreement, the proposal to adjourn the special meeting to solicit additional proxies was moot and therefore not presented or voted on.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 99.1 | Press release issued on July 11, 2022 by Marrone Bio Innovations, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 11, 2022 | By: | /s/ Linda V. Moore |
| Linda V. Moore | ||
| Chief Legal Officer | ||
Exhibit 99.1
Marrone Bio Innovations, Inc. Shareholders Approve Merger Agreement with Bioceres Crop Solutions Corp.
RALEIGH, N.C. – July 11, 2022 – Marrone Bio Innovations, Inc. (NASDAQ: MBII) (MBI) announced that during a special shareholder meeting held on July 8, 2022, its shareholders approved a proposal to adopt the previously announced Agreement and Plan of Merger (Merger Agreement), dated as of March 16, 2022, by and among Bioceres Crop Solutions Corp. (BIOX), BCS Merger Sub, Inc., and MBI, pursuant to which MBI will be acquired by BIOX. At the special meeting, MBI’s stockholders approved the adoption of the Merger Agreement and approved on a non-binding advisory basis certain executive compensation that may be paid or become payable in connection with the merger contemplated by the Merger Agreement. The final voting results for each proposal voted on at the special meeting will be set forth in a Form 8-K filed by MBI with the U.S. Securities and Exchange Commission.
The conditions to the merger requiring stockholder approval and regulatory approval have been satisfied. The parties intend to close the transaction on July 12, 2022.
About Marrone Bio Innovations
Marrone Bio Innovations, Inc. (NASDAQ: MBII) is a growth-oriented agricultural company leading the movement to environmentally sustainable farming practices through the discovery, development and sale of innovative biological products for crop protection, crop health and crop nutrition. The portfolio of 18 products helps customers operate more sustainably while increasing their return on investment. The company’s commercial products are sold globally and supported by a robust portfolio of more than 500 issued and pending patents. End markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. Marrone Bio’s research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, environmentally sound solutions in agriculture. For more information, visit here.
About Bioceres Crop Solutions Corp.
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. To do this, Bioceres’ solutions create economic incentives for farmers and other stakeholders to adopt environmentally friendlier production practices. The Company has a unique biotech platform with high-impact, patented technologies for seeds and microbial ag-inputs, as well as next generation crop nutrition and protection solutions. Through its HB4® program, the Company is bringing digital solutions to support growers’ decisions and provide end-to-end traceability for production outputs. For more information, visit here.
Forward-Looking Statements
This communication contains certain “forward-looking” statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, concerning MBI and the proposed transaction between Bioceres and MBI. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “seek,” “intend,” “may,” “could” or similar expressions. Such forward-looking statements include, but are not limited to, statements about the expected timing of completion of acquisition of MBI. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the occurrence of events that may give rise to a right of one or both of the parties to terminate the business combination agreement and other risks and uncertainties detailed in in MBI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and any amendments on Form 10-K/A as well as in its subsequent reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and www.marronebio.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results and the timing of events to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements. MBI assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events, changes in its expectations, other circumstances that exist after the date as of which the forward-looking statements were made or otherwise), except as required by applicable law.
Marrone Bio Innovations Contact:
Telephone: 530-750-2800
info@marronebio.com
Cover |
Jul. 08, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 08, 2022 |
| Entity File Number | 001-36030 |
| Entity Registrant Name | MARRONE BIO INNOVATIONS, INC. |
| Entity Central Index Key | 0001441693 |
| Entity Tax Identification Number | 20-5137161 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 7780-420 Briar Creek Parkway |
| Entity Address, City or Town | Raleigh |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 27617 |
| City Area Code | (530) |
| Local Phone Number | 750-2800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.00001 par value |
| Trading Symbol | MBII |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |