UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 26, 2022

 

Aemetis, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36475

 

26-1407544

(State or other jurisdiction of

incorporation)

 

(Commission

 File Number)

 

(IRS Employer

Identification No.)

 

20400 Stevens Creek Blvd., Suite 700

Cupertino, CA 95014

 (Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:

(408) 213-0940

 

(Former name or former address, if changed since last report.)

 

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

AMTX

NASDAQ Stock Market

 

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:

 

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))

 

 

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).

 

 

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.

 

At the Annual Meeting of Stockholders (the “Annual Meeting”) of Aemetis, Inc. (the “Company”) held on May 26, 2022, the following proposals were voted on by the Company's stockholders, as set forth below:

 

Proposal 1: Election of Directors

 

 

 

For

 

 

Withhold

 

 

Broker Non-Vote

 

Eric A. McAfee

 

15,429,294

 

 

 

24,640

 

 

 

-

 

Francis P. Barton

 

 

5,619,798

 

 

 

9,834,135

 

 

 

-

 

 

The foregoing candidates were elected to the Company’s board of directors (the “Board”), each as a Class I director until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified. As described in Item 8.01 below, Mr. Barton did not receive a greater number of votes cast at the Annual Meeting “for” his election than “withheld” from his election and, in accordance with the Company’s Corporate Governance Guidelines, had offered his resignation to the Board (the “Offered Resignation”), with the effectiveness of the Offered Resignation being conditioned on the Board’s acceptance thereof. Following deliberation, on June 1, 2022, the Qualified Independent Directors (as defined below), on behalf of the Board, determined not to accept the Offered Resignation, and Mr. Barton will continue to serve as a Class I director until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified.

 

Proposal 2: Ratification of Auditors

 

For

 

 

Against

 

 

Abstain

 

20,794,425

 

 

 

5,478

 

 

 

2,204

 

 

The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.

 

Proposal 3: Advisory Vote on Executive Compensation

 

For

 

 

Against

 

 

Abstain

 

15,242,918

 

 

 

187,218

 

 

 

23,798

 

 

The executive compensation for the Company’s named executive officers was approved on an advisory basis.

 

Item 8.01 Other Events.

 

As described in Item 5.07 above, on May 26, 2022, the Company held its Annual Meeting. Francis P. Barton did not receive a greater number of votes cast at the Annual Meeting “for” his election than “withheld” from his election to the Board. In accordance with the Company’s Corporate Governance Guidelines, Mr. Barton provided the Offered Resignation, with the effectiveness of the Offered Resignation being conditioned on the Qualified Independent Directors’ acceptance, on behalf of the Board, thereof. Under the Company’s Corporate Governance Guidelines, the Qualified Independent Directors, consisting of Lydia I. Beebe, John Block, Naomi L. Boness and Timothy A. Simon were required to promptly consider whether to accept Mr. Barton’s Offered Resignation and disclose publicly in a document furnished or filed with the SEC the director’s offer of resignation and the Board’s determination regarding the offered resignation.

 

 
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The Board believes that the reason Mr. Barton failed to receive a greater number of votes cast at the Annual Meeting “for” his election than “withheld” from his election to the Board at the Annual Meeting was due to certain proxy advisory firm voting recommendations. Following deliberations, on June 1, 2022, the Qualified Independent Directors, on behalf of the Board, determined not to accept the Offered Resignation. In making its determination, the Qualified Independent Directors considered factors they deemed relevant, including Mr. Barton’s extensive tenure with the Company, deep familiarity with its business, and leading efforts in addressing the material weaknesses in the Company’s internal controls. The Board considers Mr. Barton a highly important member and believes that he brings to the Board an unparalleled understanding of the Company’s business and industry as well as an invaluable skill set and experience as the Company’s audit committee financial expert. Further Mr. Barton is consistently an engaged and meaningful contributor to Board meetings and discussions. Accordingly, the Qualified Independent Directors, on behalf of the Board, has reached the determination that accepting Mr. Barton’s Offered Resignation at this time is not in the best interests of the Company and its stockholders.

 

Mr. Barton did not participate in the deliberations by the Qualified Independent Directors regarding whether to accept the Offered Resignation.

 

 
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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.

 

 

Aemetis, Inc.

 

 

 

 

 

June 2, 2022

By:

/s/ Eric A. McAfee

 

 

 

Eric A. McAfee

 

 

 

Chief Executive Officer

 

 

 
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