8-K: Current report
Published on June 11, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment to 2019 Incentive Award Plan
As further described in Item 5.07 of this Current Report on Form 8-K, Codexis, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2025, at which the Company’s stockholders approved an amendment to the Company’s 2019 Incentive Award Plan, as amended (the “Amended 2019 Plan”) to add an additional 8,000,000 shares to the number of shares of Common Stock authorized for issuance under the Amended 2019 Plan. The Amended 2019 Plan had previously been approved, subject to stockholder approval, by the Board of Directors (the “Board”) on April 10, 2025.
A more detailed summary of the material features of the Amended 2019 Plan are described in the section titled “Proposal 4 – Approval of an Amendment to Our 2019 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2019 Plan, which is attached as Appendix A to the Proxy Statement.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following is a brief description of each matter voted upon at the Annual Meeting. A more complete description of each matter is set forth in the Proxy Statement. The vote results detailed below represent final results as certified by the Inspector of Elections.
Proposal 1. Election of Directors.
The Company’s stockholders elected David V. Smith and Dennis P. Wolf for a three-year term expiring at the 2028 annual meeting of stockholders or until their respective successors are duly elected and qualified or their earlier resignation or removal. The voting results are as follows:
| Number of Votes | ||||||||||||
| Name of Nominee | For | Withheld | Broker Non-Votes | |||||||||
| David V. Smith |
53,781,084 | 710,177 | 15,623,696 | |||||||||
| Dennis P. Wolf |
44,001,175 | 10,490,086 | 15,623,696 | |||||||||
Proposal 2. Ratification of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the selection by the Audit Committee of the Company’s board of directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results are as follows:
| Number of Votes |
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| For | Against | Abstain | ||
| 69,067,367 | 563,675 | 483,915 | ||
Proposal 3. Non-binding, Advisory Vote on Executive Compensation.
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results are as follows:
| Number of Votes |
||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 48,882,072 | 4,841,595 | 767,594 | 15,623,696 | |||
Proposal 4. Approval of the Amendment to the Company’s 2019 Incentive Award Plan.
The Company’s stockholders approved the Amended 2019 Plan. The voting results are as follows:
| Number of Votes |
||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 39,906,994 | 14,328,338 | 255,929 | 15,623,696 | |||
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.
| CODEXIS, INC. | ||||||
| Date: June 11, 2025 | By: | /s/ Georgia Erbez |
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| Georgia Erbez | ||||||
| Chief Financial Officer | ||||||