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): October 29, 2020

MARRONE BIO INNOVATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

1540 Drew Avenue, Davis, CA 95618

(Address of Principal Executive Offices, and Zip Code)

(530) 750-2800

Registrant’s Telephone Number, Including Area Code

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election and Appointment of Directors

The 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) of Marrone Bio Innovations, Inc. (the “Company,” “we” or “our”) was held on October 29, 2020. The disclosure set forth in Section (i) of Item 5.07 regarding the election of Pamela G. Marrone, Ph.D., Robert A. Woods, and Yogesh Mago to serve as a Class I directors is incorporated herein by reference.

On November 2, 2020, following our 2020 Annual Meeting, our Board of Directors (the “Board”) approved an increase in the size of the Board to eight people, with the one additional vacancy on the Board being in Class III, effective immediately. The Board appointed Lara L. Lee to fill the vacancy as a Class III director of the Company, with Ms. Lee’s term to expire as of our 2022 Annual Meeting of Stockholders. Ms. Lee will serve on the Audit Committee and Compensation Committee of the Board.

Ms. Lee has over thirty years of experience leading transformations for iconic brands around the world, including Harley-Davidson and Lowe’s. From 2013-2018, Ms. Lee served as an officer in various capacities with Lowe’s Companies, Inc., including service as Senior Vice President of Customer Experience Design for Lowe’s Home Improvement from 2013 to 2016 and as President of the Orchard Supply Hardware subsidiary form 2016 to 2018. Most recently, since 2018, Ms. Lee has served as the Chief Executive Officer of Creative Renewal, a management consulting firm. Ms. Lee currently serves on the boards of Organically Grown Company, a progressive organic produce distributor with international sourcing operations, and The Sill, a direct-to-consumer retailer of house plants. Ms. Lee holds a Bachelor’s degree in Chinese Language from Brown University, a Master’s degree in International Studies from the University of Pennsylvania and an MBA from the Wharton School of the University of Pennsylvania.

No “family relationship,” as the term is defined in Item 401(d) of Regulation S-K, exists among Ms. Lee, on the one hand, and any of the Company’s directors or executive officers, on the other hand.

On November 2, 2020, the Company issued a press release announcing the appointment of Ms. Lee to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 29, 2020, we held our 2020 Annual Meeting virtually. Of the 152,475,013 shares of common stock outstanding and entitled to vote at the 2020 Annual Meeting, 129,960,268 shares were present at the 2020 Annual Meeting either virtually or by proxy, constituting a quorum of 85%. Our stockholders considered and voted on the following proposals at the 2020 Annual Meeting:

The results of the voting were as follows:

The results of the voting were as follows:

The results of the voting were as follows:

The results of the voting were as follows:

The results of the voting were as follows:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.