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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): October 13, 2023
Gevo, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-35073 |
87-0747704 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
|
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol |
|
Name of exchange on which registered |
Common Stock, par value $0.01 per share |
|
GEVO |
|
The Nasdaq
Stock Market LLC |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Effective as of October 15, 2023, the Board of Directors (the “Board”)
of Gevo, Inc. (“Gevo” or the “Company”) approved the appointment of Angelo Amorelli to the Board as a Class I
director, with a current term that will expire at the annual meeting of stockholders to be held in 2026. Mr. Amorelli will receive an
annual cash retainer of $85,000 and an equity grant valued at $105,000 for service as a non-employee director, subject to the Company’s
compensation policy for non-employee directors as specified from time to time by the Board. The equity award will be made pursuant to
the Company’s Amended and Restated 2010 Stock Incentive Plan. Mr. Amorelli will also be eligible to receive annual grants of equity
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. Amorelli also entered into the Company’s customary form of indemnification agreement upon his
appointment to the Board.
There are no understandings or arrangements with any person pursuant
to which Mr. Amorelli was selected as a director, and Mr. Amorelli is not party to any related party transaction required to be reported
pursuant to Item 404(a) of Regulation S-K.
The Board considered the independence of Mr. Amorelli under The Nasdaq
Stock Market LLC (“Nasdaq”) listing standards and concluded that Mr. Amorelli is an independent director under the applicable
Nasdaq standards.
The Company issued the press release attached hereto as Exhibit 99.1
in connection with the appointment of Mr. Amorelli to the Board.
The information included in this Current Report under Item 7.01, including
Exhibit 99.1, is deemed to be “furnished” and shall not be “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities
Act or the Exchange Act.
| 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.
|
GEVO, INC. |
|
|
|
Date: October 17, 2023 |
By: |
/s/ E. Cabell Massey |
|
|
E. Cabell Massey |
|
|
Vice President, Legal and Corporate Secretary |
Exhibit 99.1
Gevo Announces Appointment of Angelo Amorelli
to Board of Directors
ENGLEWOOD, Colo., October 17, 2023 -- Gevo, Inc.
(NASDAQ: GEVO) is pleased to announce that Angelo Amorelli, PhD, has been appointed to its Board of Directors. Dr. Amorelli retired
recently from bp, where he held leadership, development, and innovation roles for 35 years.
“We are honored to have Angelo join our Board
of Directors,” said Dr. Patrick Gruber, CEO of Gevo. “We believe his innovation and technology experience at bp, specifically
his efforts to champion bp’s strategy around renewable energy and advanced biofuels, will provide significant benefit to Gevo’s
growth, including our billion-gallon sustainable aviation fuel production goal and our growing renewable natural gas business.”
In his time at bp, Dr Amorelli held a variety of roles focused on the
development of clean fuels. He was considered one of the company’s leading technical experts in clean-energy technologies, including
wind, biofuels, low-carbon power, and hydrogen applications. He is a Cambridge University graduate in Natural Sciences and holds a PhD
in Chemistry from the University of Wales – Cardiff. Dr. Amorelli is a Fellow of the Royal Society of Chemistry.
“I bring passion to all of my activities and combine creativity
with execution and strategic thinking with operational management,” said Amorelli. "What excites me most about Gevo is the
wide variety of technological solutions that must be orchestrated together to optimize product success. This is a new frontier of clean
energy development, and to see it all coming together from the vantage point of this board will be thrilling.”
The addition of Angelo Amorelli to the Gevo Board of Directors is effective
as of October 15, 2023.
About Gevo
Gevo’s mission is to transform renewable energy
and carbon into energy-dense liquid hydrocarbons. These liquid hydrocarbons can be used for drop-in transportation fuels such as gasoline,
jet fuel and diesel fuel, that when burned have potential to yield net-zero greenhouse gas emissions when measured across the full life
cycle of the products. Gevo uses low-carbon renewable resource-based carbohydrates as raw materials, and is in an advanced state of developing
renewable electricity and renewable natural gas for use in production processes, resulting in low-carbon fuels with substantially reduced
carbon intensity (the level of greenhouse gas emissions compared to standard petroleum fossil-based fuels across their life cycle). Gevo’s
products perform as well or better than traditional fossil-based fuels in infrastructure and engines, but with substantially reduced
greenhouse gas emissions. In addition to addressing the problems of fuels, Gevo’s technology also enables certain plastics, such
as polyester, to be made with more sustainable ingredients. Gevo’s ability to penetrate the growing low-carbon fuels market depends
on the price of oil and the value of abating carbon emissions that would otherwise increase greenhouse gas emissions. Gevo believes that
its proven, patented technology enabling the use of a variety of low-carbon sustainable feedstocks to produce price-competitive low-carbon
products such as gasoline components, jet fuel and diesel fuel yields the potential to generate project and corporate returns that justify
the build-out of a multi-billion-dollar business.
|
|
Gevo believes that the Argonne National Laboratory GREET model is the
best available standard of scientific-based measurement for life cycle inventory or LCI.
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 relate to a variety of matters, without limitation, including the appointment of Angelo Amorelli,
and other 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 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, 2022, and in subsequent reports on Forms 10-Q and
8-K and other filings made with the U.S. Securities and Exchange Commission by Gevo.
Media Contact
Heather L. Manuel
+1 303-883-1114
IR@gevo.com
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