Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2021, Amyris, Inc. (the “Company”) was notified of Carole Piwnica’s decision to resign from the Company’s Board of Directors (the “Board”), effective immediately. Ms. Piwnica had been serving on the Board since September 2009, and in February 2012, was designated by Naxyris S.A. (“Naxyris”) to serve as Naxyris’s representative on the Board in connection with Naxyris’s right to designate one director pursuant to that certain Letter Agreement dated February 22, 2012 by and among the Company, Naxyris and certain other investors. Naxyris’s designation rights terminate at such time as Naxyris owns less than 115,340 shares of the Company’s outstanding common stock. As of June 1, 2021, Naxyris owned 1,372,634 shares of the Company’s outstanding common stock, and as a result, Naxyris has a right to designate a new director to the Board in place of Ms. Piwnica. Ms. Piwnica’s resignation is not the result of any disagreement with the Company or due to any matter relating to its operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 28, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) for the following purposes:
a.To elect the four Class II directors nominated by the Company’s Board to serve on the Board for a three-year term (“Proposal 1”);
b.To ratify the appointment of Macias Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 2”);
c.To approve the Company’s Amended and Restated 2010 Employee Stock Purchase Plan (“Proposal 3”);
d.To approve an amendment to the Company’s certificate of incorporation to increase the number of total authorized shares from 355,000,000 to 455,000,000 and the number of authorized shares of common stock from 350,000,000 to 450,000,000 (“Proposal 4”); and
e.To act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof.
The following Class II directors listed in Proposal 1 were elected to the Board based on the following votes:
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For
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Withhold
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Broker Non-Vote
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Philip Eykerman
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154,333,507
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12,150,733
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38,957,815
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Frank Kung
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155,656,993
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10,827,247
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38,957,815
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John Melo
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165,797,631
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686,609
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38,957,815
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Julie Washington
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166,026,076
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458,163
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38,957,815
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Proposal 2 was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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205,160,107
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150,928
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131,020
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-
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Proposal 3 was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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165,716,202
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534,378
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233,660
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38,957,815
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Proposal 4 was approved by the following vote:
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For
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Against
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Abstain
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Broker Non-Vote
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164,527,280
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1,751,661
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205,299
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38,957,815
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No further business was brought before the Annual Meeting.