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 29, 2024
Aemetis, Inc.
Exact name of registrant as specified in its charter
Delaware | 001-36475 | 26-1407544 |
State or other jurisdiction of incorporation | Commission File Number | IRS Employer Identification Number |
20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
(408) 213-0940
Registrant's address and telephone number of principal executive office
N/A
Former name or former address, if changed since last report
Common Stock, par value $0.001 | AMTX | NASDAQ Global Market |
| Title of class of registered securities | Trading Symbol | Name of exchange on which registered |
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)) |
| ☐ | 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) |
| ☐ | 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
Aemetis, Inc. (the "Company") held its Annual Meeting of Stockholders on May 29, 2024. The following proposals were voted on by the Company's stockholders, with the results set forth for each proposal:
Proposal 1: Election of Directors
| Nominee | For | Withhold | Broker Non-Votes |
| Naomi L. Boness | 12,433,359 | 225,459 | 11,574,178 |
| Timothy A. Simon | 12,441,628 | 217,190 | 11,574,178 |
The listed nominees have been elected to the Company’s board of directors (the “Board”), each as a Class III director to hold office until the Company’s 2027 annual meeting of stockholders and until their successor is duly elected and qualified.
Proposal 2: Ratification of Auditors
| For | Against | Abstain | Broker Non-Votes |
| 23,898,765 | 119,202 | 215,029 | 0 |
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 has been ratified.
Proposal 3: Amend Delaware Certificate of Incorporation to Reduce the Number of Authorized Preferred Shares
| For | Against | Abstain | Broker Non-Votes |
| 12,559,421 | 81,399 | 17,998 | 11,574,178 |
The number of shares voted "For" Proposal 3 was less than 50% of the total outstanding shares of the Company as of the record date. Therefore, Proposal 3 was not approved.
Proposal 4: Amend Delaware Certificate of Incorporation to Provide Officer Exculpation
| For | Against | Abstain | Broker Non-Votes |
| 12,040,335 | 524,064 | 94,419 | 11,574,178 |
The number of shares voted "For" Proposal 4 was less than two-thirds of the total outstanding shares of the Company as of the record date. Therefore, Proposal 4 was not approved.
SIGNATURE
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.
AEMETIS, INC.
| May 31, 2024 | /s/ Eric A. McAfee |
| Eric A. McAfee | |
| Chair and Chief Executive Officer | |