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): July 15, 2015

 

 

Gevo, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-35073		87-0747704
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 858-8358

N/A

(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:

 

¨	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))

 

 

 

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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.

Election of Director

Effective July 15, 2015, the Board of Directors (the “Board”) of Gevo, Inc. (“Gevo” or the “Company”) approved the appointment of Johannes Minho Roth to the Board as a Class II director, with a current term that will expire at the annual meeting of stockholders to be held in 2018. Mr. Roth will receive an annual retainer of $50,000 worth of fully vested restricted shares of common stock and an annual equity grant valued at $125,000, which will consist of restricted shares of common stock and/or an option to purchase shares of common stock which will vest in equal monthly installments over a period of three years from the grant date. Both awards will be made pursuant to the Company’s Amended and Restated 2010 Stock Incentive Plan. Mr. Roth will also be eligible to receive annual grants of restricted shares and/or stock options and other compensation consistent with the Company’s compensation policy for his service as a non-employee director, as specified from time to time by the Board. Mr. Roth will enter into the Company’s form of indemnification agreement. Copies of the Company’s form of restricted stock award agreement, form of stock option award agreement and form of indemnification agreement are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Departure of Directors

On July 15, 2015, Ganesh Kishore announced that he will be resigning from his position as a member of the Board effective immediately. Dr. Kishore has served on the Board since 2008. Dr. Kishore’s resignation is not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. Dr. Kishore is currently the Chief Executive Officer of the Malaysian Life Sciences Capital Fund and due to the demands on his time in that capacity, he is unable to continue as a Board member of Gevo. However, Dr. Kishore will continue to advise the Board and the Company as his schedule permits.

The Company issued a press release announcing the appointment of Mr. Roth and resignation of Dr. Kishore on July 15, 2015, a copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

10.1		Form of Restricted Stock Award Agreement under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K for the period ended December 31, 2010, which was filed on March 29, 2011).
10.2		Form of Stock Option Award Agreement under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K for the period ended December 31, 2010, which was filed on March 29, 2011).
10.3		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1/A which was filed on January 19, 2011 (File No. 333-168792)).
99.1		Press Release of Gevo, Inc., dated July 15, 2015.

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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.

 

Date: July 17, 2015

Exhibit 99.1

 

For Immediate Release

Gevo Adds Minho Roth To Board of Directors;

Ganesh Kishore, Ph.D. Steps Down

ENGLEWOOD, Colo. – July 15, 2015 – Gevo, Inc. (NASDAQ: GEVO) announced today the appointment of Johannes Minho Roth to Gevo’s Board of Directors. Mr. Roth is the Founder and Chief Executive Officer of FiveT Capital Holding AG, a Zurich based independent asset management firm, established in 2006, that specializes in investment solutions for high net worth clients, family offices and institutional investors. Mr. Roth is also a member of the Board of Directors for Plug Power Inc.

Ganesh “Kish” Kishore who joined the Board in 2008, will resign from the Board after many years of service to the Company.

“I am very pleased to announce Minho’s appointment to the board,” said Dr. Patrick Gruber, Gevo’s Chief Executive Officer. “Minho brings significant financing and investment experience that is highly relevant to a company like ours. I thank Kish for his long service and friendship, and I wish him the very best.”

About Gevo

Gevo is a leading renewable technology, chemical products, and next generation biofuels company. Gevo has developed proprietary technology that uses a combination of synthetic biology, metabolic engineering, chemistry and chemical engineering to focus primarily on the production of isobutanol, as well as related products from renewable feedstocks. Gevo’s strategy is to commercialize biobased alternatives to petroleum-based products to allow for the optimization of fermentation facilities’ assets, with the ultimate goal of maximizing cash flows from the operation of those assets. Gevo produces isobutanol, ethanol and high-value animal feed at its fermentation plant in Luverne, MN. Gevo has also developed technology to produce hydrocarbon products from renewable alcohols. Gevo currently operates a biorefinery in Silsbee, TX, in collaboration with South Hampton Resources Inc., to produce renewable jet fuel, octane, and ingredients for plastics like polyester. Gevo has a marquee list of partners including The Coca-Cola Company, Toray Industries Inc. and Total SA, among others. Gevo is committed to a sustainable bio-based economy that meets society’s needs for plentiful food and clean air and water.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include any statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of Gevo and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Gevo undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Gevo believes that the expectations reflected in these forward-looking statements are

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Exhibit 99.1

 

 

reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Gevo in general, see the risk disclosures in the Annual Report on Form 10-K of Gevo for the year ended December 31, 2014, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by Gevo.

Media & Investor Contact:

Mike Willis

Gevo, Inc.

T: (720) 267-8636

mwillis@gevo.com