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): August 11, 2022 |
DANIMER SCIENTIFIC, INC.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-39280 | 84-1924518 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
140 Industrial Boulevard | |
Bainbridge, Georgia | | 39817 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 229 243-7075 |
(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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Class A Common stock, $0.0001 par value per share | | DNMR | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 11, 2022, Danimer Scientific, Inc. (the “Company”) held an Annual Meeting of Stockholders. Of the 101,114,861 shares of common stock outstanding and entitled to vote at the Meeting, 60,645,397 shares of common stock were present in person or by proxy and entitled to vote, representing approximately 59.98% of the Company’s shares of common stock entitled to vote at the Meeting.
At the Meeting, the Company’s stockholders: (i) approved the election of each of the following nine director nominees standing for election: Stephen E. Croskrey, John P. Amboian, Richard Hendrix, Philip Gregory Calhoun, Gregory Hunt, Dr. Isao Noda, Stuart W. Pratt, Cynthia Cohen, and Allison M. Leopold Tilley, (ii) approved an advisory resolution on executive compensation, (iii) approved, on an advisory basis, a three year frequency of future advisory votes on executive compensation, and (iv) ratified the appointment of KMPG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
The voting results for each proposal are set forth below:
Proposal 1 – To elect nine members to serve on the Company’s Board of Directors (the “Board”) until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified:
| | | |
Name | Votes For | Votes Withheld | Broker Non-Votes |
Stephen E. Croskrey | 29,840,375 | 425,294 | 30,379,728 |
John P. Amboian | 26,562,706 | 3,702,963 | 30,379,728 |
Richard Hendrix | 27,803,174 | 2,462,495 | 30,379,728 |
Philip Gregory Calhoun | 29,446,669 | 819,000 | 30,379,728 |
Gregory Hunt | 29,684,690 | 580,979 | 30,379,728 |
Dr. Isao Noda | 26,824,520 | 3,441,149 | 30,379,728 |
Stuart W. Pratt | 29,859,692 | 405,977 | 30,379,728 |
Cynthia Cohen | 29,884,302 | 381,367 | 30,379,728 |
Allison M. Leopold Tilley | 29,882,118 | 383,551 | 30,379,728 |
Proposal 2 – To approve an advisory resolution on executive compensation.
| | | |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
20,696,824 | 9,280,277 | 288,568 | 30,379,728 |
Proposal 3 – To approve, on an advisory basis, the frequency of future advisory votes on executive compensation.
| | | | |
Every 1 Year | Every 2 Years | Every Three Years | Votes Abstained | Broker Non-Votes |
13,561,953 | 731,021 | 15,490,951 | 481,744 | 30,379,278 |
Proposal 4 – To ratify the appointment of KMPG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
| | | |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
59,321,196 | 1,233,845 | 90,356 | 0 |
In light of the vote with respect to Proposal 3 set forth above, the Company intends to include an advisory vote to approve the compensation paid to its named executive officers every three years until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit | | Description |
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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 thereunto duly authorized.
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| | | Danimer Scientific, Inc |
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Date: | August 15, 2022 | By: | /s/ Michael A. Hajost |
| | | Michael A. Hajost
Chief Financial Officer |
