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): August 26, 2021

 

Aemetis, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

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 the Company held on August 26, 2021, the following proposals were voted on by the Company’s stockholders, as set forth below:

 

Proposal 1: Election of Director

 

 

For

Withhold

Broker Non-Vote

Naomi L. Boness

17,256,095.32

619,713

7,082,063

 

The foregoing candidate was elected to the Company’s board of directors.

 

Proposal 2: Ratification of Auditors

 

For

Against

Abstain

17,593,640.32

6,760,042

604,189

 

The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified.

 

Proposal 3: Reincorporation of Aemetis, Inc. from the State of Nevada to the State of Delaware and Adoption of Other Corporate Changes

 

For

Against

Withhold

17,582,191.32

6,772,755

602,925

 

The proposal to reincorporate the Company from the State of Nevada to the State of Delaware and adopt certain other corporate changes was ratified.

 

Proposal 4: Ratification of the Proposed Amendment to the Aemetis, Inc. 2019 Stock Plan

 

For

Against

Withhold

17,565,813.32

6,774,881

617,177

 

The proposed amendment to the Company’s 2019 Stock Plan was ratified.

 

Proposal 5: Authorization to Adjourn the Annual Meeting

 

For

Against

Withhold

Broker Non-Vote

17,236,668.32

42,320

596,820

7,082,063

 

The authorization to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Annual Meeting in favor of Proposal No. 3 was ratified.

 

Proposal 6: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

 

One Year

Two Years

Three Years

Abstain

Broker Non-Vote

7,425,267.81

717,346

9,099,129

634,065.5

7,082,063

 

The Company’s stockholders recommended, on an advisory basis, to hold an advisory vote on the Company’s executive compensation every three years. Based on these results, and consistent with the Company’s recommendation, the Company’s Board of Directors has adopted a policy to hold an advisory vote on the Company’s executive compensation every three years, until the next advisory vote on the frequency of stockholder votes on the Company’s executive compensation.

 

 

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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.

 

 

 

 

 

August 30, 2021

By:

/s/ Eric A. McAfee

 

 

 

Eric A. McAfee

 

 

 

Chief Executive Officer

 

 

 

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