Current Report Filing (8-k)
May 11 2020 - 4:56PM
Edgar (US Regulatory)
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): May 8, 2020
Pfenex Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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001-36540
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27-1356759
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10790 Roselle Street
San Diego, CA 92121
(Address of principal executive offices, including zip code)
(858) 352-4400
(Registrants telephone number, including area code)
Not Applicable
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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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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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:
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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, par value $0.001 per share
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PFNX
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NYSE American
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 8, 2020, Pfenex Inc. (the Company) held its 2020 Annual Meeting of Stockholders (the Annual Meeting). Of
the 34,220,401 shares of our common stock outstanding as the record date of March 12, 2020, 30,863,292 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 90% of the outstanding shares of
common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
Proposal OneElection of Class III Directors. The following nominees were elected as Class III directors
to serve until the 2023 annual meeting of stockholders or until his successor is duly elected and qualified.
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Jason Grenfell-Gardner
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18,517,502
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6,377,853
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5,967,937
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Evert Schimmelpennink
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18,741,198
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6,154,157
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5,967,937
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Proposal TwoAdvisory Vote on Named Executive Officers Compensation. The advisory vote to approve
the compensation paid to the Companys named executive officers was approved.
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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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24,118,723
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714,059
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62,573
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5,967,937
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Proposal ThreeAdvisory Vote on Frequency of Advisory Votes on the Named Executive Officers
Compensation. The results of the advisory vote on the frequency of advisory votes to approve the compensation paid to the Companys named executive officers were as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Vote
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23,428,099
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316,113
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916,526
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234,617
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5,967,937
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Based on the results of the vote, and consistent with the recommendation of the Companys board of
directors, the Company has determined to hold a non-binding advisory vote regarding the compensation of its named executive officers every year until the next required
non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Companys named executive officers.
Proposal FourRatification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the
Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2020 was ratified.
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For
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Against
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Abstain
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30,751,989
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3,057
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108,246
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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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PFENEX INC.
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Date: May 11, 2020
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By:
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/s/ Evert Schimmelpennink
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Evert Schimmelpennink
Chief Executive
Officer
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-2-
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