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)

 

 

 

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 5.07 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 One—Election 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.

 

Nominee

  

For

  

Withheld

  

Broker Non-Votes

Jason Grenfell-Gardner

   18,517,502    6,377,853    5,967,937

Evert Schimmelpennink

   18,741,198    6,154,157    5,967,937

Proposal Two—Advisory Vote on Named Executive Officers Compensation. The advisory vote to approve the compensation paid to the Company’s named executive officers was approved.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

24,118,723

   714,059    62,573    5,967,937

Proposal Three—Advisory 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 Company’s named executive officers were as follows:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Vote

23,428,099

   316,113    916,526    234,617    5,967,937

Based on the results of the vote, and consistent with the recommendation of the Company’s 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 Company’s named executive officers.

Proposal Four—Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020 was ratified.

 

For

  

Against

  

Abstain

30,751,989

   3,057    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.

 

      PFENEX INC.
Date: May 11, 2020     By:  

/s/ Evert Schimmelpennink

     

Evert Schimmelpennink

Chief Executive Officer

 

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