Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
Approval of Codexis, Inc. 2019 Incentive Award Plan
The Board of Directors (the “Board”) of Codexis, Inc. (the “Company”) previously adopted, subject to stockholder approval, the Codexis, Inc. 2019 Incentive Award Plan (the “2019 Plan”). At the Company’s Annual Meeting of Stockholders on June 11, 2019 (the “Annual Meeting”), the Company’s stockholders approved the 2019 Plan. The 2019 Plan supersedes and replaces in its entirety the Company’s 2010 Equity Incentive Plan (the “2010 Plan”), and no further awards will be granted under the 2010 Plan; however, the terms and conditions of the 2010 Plan will continue to govern any outstanding awards thereunder. Employees and consultants of the Company or any parent or subsidiary, as well as members of the Board, are eligible to receive awards under the 2019 Plan. The 2019 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash based awards and dividend equivalents to eligible individuals.
The number of shares of our common stock available for issuance under the 2019 Plan is equal to the sum of (i) 7,897,144 shares, and (ii) any shares subject to awards granted under the 2010 Plan that were outstanding as of April 22, 2019 and thereafter terminate, expire, lapse or are forfeited; provided that no more than 14,000,000 shares may be issued upon the exercise of ISOs.
Awards granted under the 2019 Plan must vest no earlier than one year measured from the date of grant, subject to certain limited exceptions set forth in the 2019 Plan. If a Change in Control (as defined in the 2019 Plan) of the Company occurs and the successor refuses to assume or substitute for an award, the award will vest in full as of immediately prior to the Change in Control.
For an additional description of the terms and conditions of the 2019 Plan, see “Summary of the 2019 Plan” under “Item 3—Approval of the Codexis, Inc. 2019 Incentive Award Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 26, 2019.
The foregoing description of the 2019 Plan is qualified in its entirety by reference to the text of the 2019 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting in Redwood City, California on June 11, 2019. The results of the matters voted on by the Company’s stockholders are set forth immediately below.
Proposal No. 1
To elect three Class III Directors to the Board to hold office for three-year terms expiring at the 2022 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified or their earlier resignation or removal:
| | | | | | |
| | | Number of Votes |
Name of Nominee | | For | | Withheld | | Broker Non-Votes |
Byron L. Dorgan | | 40,610,270 | | 268,351 | | 10,770,790 |
David V. Smith | | 39,292,190 | | 1,586,431 | | 10,770,790 |
Dennis P. Wolf | | 39,161,442 | | 1,717,179 | | 10,770,790 |
Each of the nominees nominated in Proposal No. 1 was elected.
