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):

January 14, 2020

 

 

Pfenex Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36540   27-1356759
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

10790 Roselle Street

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(858) 352-4400

(Registrant’s 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):

 

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:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.001 per share   PFNX   NYSE American

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 14, 2020, the Compensation Committee of our Board of Directors approved (i) the annual base salaries for fiscal 2020 for our current principal executive officer and other executive officers, (ii) target bonus opportunities for fiscal 2020 (as a percentage of base salary) for our current principal executive officer and other executive officers, (iii) the payment of various cash bonuses for the fiscal year ended December 31, 2019 pursuant to our 2019 Incentive Compensation Plan adopted under our Incentive Compensation Plan (“2019 Bonus Plan”), and (iv) the grant of stock options pursuant to our 2014 Equity Incentive Plan (“2014 Plan”), each as more fully described below:

 

Name

  

Position

   Annual Base
Salary
(Fiscal 2019)
     Annual Base
Salary
(Fiscal 2020)(1)
     2020 Target
Bonus
Opportunity
(as a % of
Base Salary)
    Amounts
Earned under
2019 Bonus Plan
    Shares
Subject
to Stock
Options (3)
 

Evert B. Schimmelpennink

   Chief Executive Officer, President and Secretary    $ 580,000      $ 614,800        60   $ 435,000       225,000  

Shawn Scranton

   Chief Operating Officer    $ 300,000    $ 350,100        40   $ 138,338       55,000  

Patrick K. Lucy

   Chief Business Officer    $ 367,000      $ 400,030        40   $ 161,847       47,500  

Martin Brenner

   Chief Scientific Officer    $ 360,000      $ 372,960        40   $ 125,685 (2)      41,000  

 

(1)

Base salary increases are effective as of February 2, 2020.

(2)

The cash bonus under the 2019 Bonus Plan for Dr. Brenner is pro rated for his commencement of employment on March 18, 2019.

(3)

The options have a grant date of the first trading day of February 2020. 25% of the shares subject to the options are scheduled to vest on February 1, 2021, and the remaining shares subject to the options are scheduled to vest in equal monthly installments thereafter such that all shares shall be fully vested on February 1, 2024, subject to continued status as a service provider on each such vesting date.

The option awards described above are subject to the terms and conditions of our 2014 Plan and the applicable forms of agreement, which have been previously filed with the Securities and Exchange Commission.


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.

 

    PFENEX INC.
Date: January 16, 2020     By:  

/s/ Evert Schimmelpennink

      Evert Schimmelpennink
      Chief Executive Officer
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