Current Report Filing (8-k)
January 16 2020 - 4:18PM
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):
January 14, 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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☐
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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.
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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:
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Name
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Position
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Annual Base
Salary
(Fiscal 2019)
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Annual Base
Salary
(Fiscal 2020)(1)
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2020 Target
Bonus
Opportunity
(as a % of
Base Salary)
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Amounts
Earned under
2019 Bonus Plan
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Shares
Subject
to Stock
Options (3)
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Evert B. Schimmelpennink
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Chief Executive Officer, President and Secretary
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$
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580,000
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$
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614,800
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60
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%
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$
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435,000
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225,000
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Shawn Scranton
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Chief Operating Officer
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$
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300,000
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$
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350,100
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40
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%
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$
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138,338
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55,000
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Patrick K. Lucy
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Chief Business Officer
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$
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367,000
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$
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400,030
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40
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%
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$
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161,847
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47,500
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Martin Brenner
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Chief Scientific Officer
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$
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360,000
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$
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372,960
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40
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%
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$
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125,685
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(2)
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41,000
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(1)
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Base salary increases are effective as of February 2, 2020.
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(2)
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The cash bonus under the 2019 Bonus Plan for Dr. Brenner is pro rated for his commencement of employment
on March 18, 2019.
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(3)
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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.
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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.
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PFENEX INC.
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Date: January 16, 2020
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By:
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/s/ Evert Schimmelpennink
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Evert Schimmelpennink
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Chief Executive Officer
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