Attached files
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EX-99.2 - AMENDED AND RESTATED KIOR, INC. 2011 LONG TERM INCENTIVE PLAN - Kior Inc | d369297dex992.htm |
EX-99.1 - KIOR, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN - Kior Inc | d369297dex991.htm |
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): June 20, 2012
KiOR, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35213 | 51-0652233 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
13001 Bay Park Road Pasadena, Texas |
77507 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (281) 694-8700
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 (see General Instruction A.2):
¨ | 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) |
KiOR, Inc. 2012 Employee Stock Purchase Plan
The stockholders of KiOR, Inc., a Delaware corporation (KiOR or the Company), approved the adoption of the KiOR, Inc. 2012 Employee Stock Purchase Plan (the ESPP) at the annual meeting of the stockholders held on June 20, 2012 (the Annual Meeting). All employees, including executive officers, are eligible to participate in the ESPP, other than employees who hold 5% of the total combined voting power or value of all classes of our stock, or who would become 5% holders of such stock immediately after their purchase of shares under the ESPP. Employees may purchase shares of the Companys Class A common stock through payroll deductions at a discount of up to 15% of market value. The offering periods under the proposed ESPP are generally six months in duration. Employees are limited to a maximum payroll deduction of up to 10% of eligible compensation. Employees may not purchase stock under the ESPP with an aggregate fair market value in excess of $25,000 in a calendar year. A total of 3,500,000 shares of the Companys Class A common stock have been reserved for issuance under the ESPP. The ESPP was approved by the Companys Board of Directors on May 9, 2012, and will take effect on July 1, 2012. A summary of the ESPPs terms was provided in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on May 21, 2012 under the heading Proposal 4 Approval of the KiOR, Inc. 2012 Employee Stock Purchase Plan and is incorporated herein by reference. The foregoing description of the ESPP is qualified in its entirety by reference to the text of the ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Amendment and Restatement of the KiOR, Inc. 2011 Long-Term Incentive Plan
The stockholders of the Company also approved at the Annual Meeting the amendment and restatement of the KiOR, Inc. 2011 Long-Term Incentive Plan (the LTIP). The amendment and restatement of the LTIP (1) expands the eligible class of participants under the plan from employees and directors to include consultants of the Company and its subsidiaries, (2) increases the maximum number of shares related to or exercisable for awards to an individual during the term of the plan from 500,000 to 2,000,000 and (3) adds a per person cash award limit of $4,000,000 per calendar year. The amendment and restatement of the LTIP was approved by KiORs Board of Directors on May 9, 2012, and will take effect on June 20, 2012. A summary of the LTIPs terms was provided in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on May 21, 2012 under the heading Proposal 5 Approval of the Amendment and Restatement of the KiOR, Inc. 2011 Long-Term Incentive Plan and is incorporated herein by reference. The foregoing description of the LTIP is qualified
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in its entirety by reference to the text of the LTIP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the proposals voted upon and the number of votes cast for or against or withheld, as well as the number of abstentions and broker non-votes as to such proposals, are stated below. The proposals are described in detail in KiORs proxy statement for the Annual Meeting, which was filed with the SEC on May 21, 2012 (the Proxy Statement).
Proposal 1Election of Directors
The following directors were elected to serve one-year terms expiring at the 2013 Annual Meeting of Stockholders:
Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
Fred Cannon |
604,914,239 | 51,321 | 1,464,918 | |||||||||
Ralph Alexander |
604,939,438 | 26,122 | 1,464,918 | |||||||||
Samir Kaul |
597,615,252 | 7,350,308 | 1,464,918 | |||||||||
David J. Paterson |
604,939,310 | 26,250 | 1,464,918 | |||||||||
Condoleezza Rice |
604,658,908 | 306,652 | 1,464,918 | |||||||||
William Roach |
604,939,308 | 26,252 | 1,464,918 | |||||||||
Gary L. Whitlock |
604,939,458 | 26,102 | 1,464,918 |
Proposal 2Advisory Resolution to Approve Executive Compensation
The non-binding, advisory resolution to approve the compensation of the Companys named executive officers, as described in the Proxy Statement, was approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
604,586,022 |
348,201 |
31,337 |
1,464,918 |
Proposal 3Advisory Vote on the Frequency of Advisory Resolutions to Approve Executive Compensation
Votes were cast, on a non-binding, advisory basis, in favor of submitting to the stockholders for approval, on a non-binding, advisory basis, the compensation of the Companys named executive officers every year.
Every Year |
Every Two Years |
Every Three Years |
Abstentions |
Broker Non-Votes | ||||
604,782,577 |
72,690 |
84,599 |
25,714 |
1,464,918 |
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In accordance with the results of this advisory vote, the Board of Directors determined that the Company will hold future advisory votes on named executive officer compensation with a frequency of every one year.
Proposal 4Approval of KiOR, Inc. 2012 Employee Stock Purchase Plan
The proposal to approve the KiOR, Inc. 2012 Employee Stock Purchase Plan, as described in the Proxy Statement, was approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
604,868,670 |
72,913 |
23,977 |
1,464,918 |
Proposal 5Approval of the Amendment and Restatement of the KiOR, Inc. 2011 Long-Term Incentive Plan
The proposal to approve the amendment and restatement of the KiOR, Inc. 2011 Long-Term Incentive Plan, as described in the Proxy Statement, was approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
597,348,319 |
7,540,656 |
76,585 |
1,464,918 |
Proposal 6Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012, as described in the Proxy Statement, was approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
606,379,673 |
6,317 |
44,488 |
0 |
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | KiOR, Inc. 2012 Employee Stock Purchase Plan | |
99.2 | Amended and Restated KiOR, Inc. 2011 Long-Term Incentive Plan |
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SIGNATURE
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.
KiOR, Inc. | ||
By: | /s/ Christopher A. Artzer | |
Christopher A. Artzer Vice President, General Counsel and Secretary |
Date: June 20, 2012
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EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | KiOR, Inc. 2012 Employee Stock Purchase Plan | |
99.2 | Amended and Restated KiOR, Inc. 2011 Long-Term Incentive Plan |
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