UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 9, 2024, Danimer Scientific, Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders adopted the Fifth Amended and Restated Certificate of Incorporation of the Company for the purpose of increasing the total number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”) from 200,000,000 shares to 600,000,000 shares. The Fifth Amended and Restated Certificate of Incorporation became effective on July 10, 2024 upon filing with, and acceptance for record by, the Secretary of the State of Delaware. A copy of the Fifth Amended and Restated Certificate of Incorporation effecting the increase in authorized shares of the Company’s Common Stock is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 9, 2024, the Company held its Annual Meeting. Of the 116,443,200 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 64,086,693 shares of common stock were present in person or by proxy and entitled to vote, representing approximately 55% of the Company’s shares of Common Stock entitled to vote at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders: (i) approved the election of each of the following eleven Board of Director (the “Board”) nominees standing for re-election: Richard N. Altice, John P. Amboian, Philip Gregory Calhoun, Cynthia Cohen, Stephen E. Croskrey, Richard Hendrix, Gregory Hunt, Allison M. Leopold Tilley, Dr. David J. Moody, Dr. Isao Noda, and Stuart W. Pratt, (ii) ratified the appointment of KMPG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, (iii) adopted the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock, and (iv) approved an amendment to the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the “LTIP”) to increase the number of shares of the Company’s Common Stock available for issuance under the LTIP.
The voting results for each proposal are set forth below:
Proposal 1 – To elect the eleven nominees named in the proxy statement to serve on the Company’s Board until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified:
Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
Richard N. Altice |
37,078,735 |
1,516,079 |
25,491,879 |
John P. Amboian |
31,215,853 |
7,378,961 |
25,491,879 |
Philip Gregory Calhoun |
34,248,691 |
4,346,123 |
25,491,879 |
Cynthia Cohen |
37,000,427 |
1,594,387 |
25,491,879 |
Stephen E. Croskrey |
36,776,990 |
1,817,824 |
25,491,879 |
Richard Hendrix |
37,048,386 |
1,546,428 |
25,491,879 |
Gregory Hunt |
37,002,519 |
1,592,295 |
25,491,879 |
Allison M. Leopold Tilley |
34,437,361 |
4,157,453 |
25,491,879 |
Dr. David J. Moody |
37,133,703 |
1,461,111 |
25,491,879 |
Dr. Isao Noda |
36,879,604 |
1,715,210 |
25,491,879 |
Stuart W. Pratt |
37,001,845 |
1,592,969 |
25,491,879 |
Proposal 2 – To ratify the appointment of KMPG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
61,856,547 |
2,015,192 |
214,954 |
0 |
Proposal 3 – To approve an amendment and restatement of the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s Class A common stock, par value $0.0001 per share:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
60,680,686 |
2,488,040 |
917,967 |
0 |
Proposal 4 – To approve an amendment to the LTIP to increase the number of shares of the Company’s Common Stock available for issuance under the LTIP:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
33,709,199 |
4,062,578 |
823,037 |
25,491,879 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit |
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Description |
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3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
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Danimer Scientific, Inc |
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Date: |
July 10, 2024 |
By: |
/s/ Stephen A. Martin |
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Stephen A. Martin |