Current Report Filing (8-k)
November 02 2020 - 3:31PM
Edgar (US Regulatory)
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0001441693
2020-10-29
2020-10-29
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 29, 2020
MARRONE
BIO INNOVATIONS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-36030
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20-5137161
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1540
Drew Avenue, Davis, CA 95618
(Address
of Principal Executive Offices, and Zip Code)
(530)
750-2800
Registrant’s
Telephone Number, Including Area Code
(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 (see General Instruction A.2. below):
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☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.00001 par value
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MBII
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Election
and Appointment of Directors
The
2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) of Marrone Bio Innovations, Inc. (the “Company,”
“we” or “our”) was held on October 29, 2020. The disclosure set forth in Section (i) of Item 5.07 regarding
the election of Pamela G. Marrone, Ph.D., Robert A. Woods, and Yogesh Mago to serve as a Class I directors is incorporated herein
by reference.
On
November 2, 2020, following our 2020 Annual Meeting, our Board of Directors (the “Board”) approved an increase
in the size of the Board to eight people, with the one additional vacancy on the Board being in Class III, effective immediately.
The Board appointed Lara L. Lee to fill the vacancy as a Class III director of the Company, with Ms. Lee’s term to expire
as of our 2022 Annual Meeting of Stockholders. Ms. Lee will serve on the Audit Committee and Compensation Committee of the Board.
Ms.
Lee has over thirty years of experience leading transformations for iconic brands around the world, including Harley-Davidson
and Lowe’s. From 2013-2018, Ms. Lee served as an officer in various capacities with Lowe’s Companies, Inc., including
service as Senior Vice President of Customer Experience Design for Lowe’s Home Improvement from 2013 to 2016 and as President
of the Orchard Supply Hardware subsidiary form 2016 to 2018. Most recently, since 2018, Ms. Lee has served as the Chief Executive
Officer of Creative Renewal, a management consulting firm. Ms. Lee currently serves on the boards of Organically Grown Company,
a progressive organic produce distributor with international sourcing operations, and The Sill, a direct-to-consumer retailer
of house plants. Ms. Lee holds a Bachelor’s degree in Chinese Language from Brown University, a Master’s degree in
International Studies from the University of Pennsylvania and an MBA from the Wharton School of the University of Pennsylvania.
No
“family relationship,” as the term is defined in Item 401(d) of Regulation S-K, exists among Ms. Lee, on the one hand,
and any of the Company’s directors or executive officers, on the other hand.
On
November 2, 2020, the Company issued a press release announcing the appointment of Ms. Lee to the Board. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
October 29, 2020, we held our 2020 Annual Meeting virtually. Of the 152,475,013 shares of common stock outstanding and entitled
to vote at the 2020 Annual Meeting, 129,960,268 shares were present at the 2020 Annual Meeting either virtually or by proxy, constituting
a quorum of 85%. Our stockholders considered and voted on the following proposals at the 2020 Annual Meeting:
(i)
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Our
stockholders elected Pamela G. Marrone, Ph.D., Robert A. Woods, and Yogesh Mago to serve as a Class I directors for a three-year
term, ending at the time of the 2023 Annual Meeting of Stockholders (or until a successor is duly elected and qualified) pursuant
to our Bylaws and the applicable laws of the State of Delaware.
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The
results of the voting were as follows:
Name of Director
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VOTES
FOR
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VOTES
WITHHELD
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BROKER
NON-VOTES
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Pamela G. Marrone
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108,340,069
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6,878,121
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14,742,078
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Robert A. Woods
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109,388,934
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5,829,256
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14,742,078
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Yogesh Mago
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111,176,037
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4,042,153
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14,742,078
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(ii)
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Our
stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2020.
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The
results of the voting were as follows:
VOTES FOR:
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127,767,387
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VOTES AGAINST:
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1,895,769
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VOTES ABSTAINED:
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297,112
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(iii)
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Our
stockholders approved an amendment to the Company’s Certificate of Incorporation to permit our board of directors to
effect a reverse stock split of our outstanding common stock at a ratio of not less than one-for-five (1:5) and not more than
one-for-fifteen (1:15), which exact ratio will be selected at the discretion of our board of directors, and provided that
our board of directors may abandon the reverse stock split in its sole discretion.
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The
results of the voting were as follows:
VOTES FOR:
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122,869,230
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VOTES AGAINST:
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6,658,638
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VOTES ABSTAINED:
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432,400
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(iv)
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Our
stockholders approved the anti-dilution provisions in certain warrants in accordance with Nasdaq Listing Rule 5635(d).
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The
results of the voting were as follows:
VOTES FOR:
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109,691,612
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VOTES AGAINST:
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989,396
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VOTES ABSTAINED:
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95,203
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BROKER NON-VOTES
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14,742,078
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(v)
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Our
stockholders did not approve the stockholder proposal that our board of directors take each step necessary so that each voting
requirement in the Company’s Certificate of Incorporation and bylaws that calls for a greater than simple majority vote
be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple
majority in compliance with applicable laws, to take effect within four years.
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The
results of the voting were as follows:
VOTES FOR:
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9,616,255
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VOTES AGAINST:
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105,185,487
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VOTES ABSTAINED:
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416,448
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BROKER NON-VOTES
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14,742,078
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Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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MARRONE BIO INNOVATIONS, INC.
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Dated: November 2, 2020
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By:
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/s/
Linda V. Moore
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Linda V. Moore
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Executive Vice President, General Counsel and Secretary
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