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VRNM > SEC Filings for VRNM > Form 8-K on 19-Jun-2013All Recent SEC Filings

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Form 8-K for VERENIUM CORP


19-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

In February 2013, our Board of Directors adopted, subject to stockholder approval, an amendment to the Verenium Corporation 2010 Equity Incentive Plan (the "Plan") to increase the aggregate number of shares authorized for issuance under the Plan by 1,800,000. On June 14, 2013, our stockholders approved such amendment at our 2013 Annual Meeting of Stockholders (the "Annual Meeting"). The foregoing description of the amendment to the Plan is qualified in its entirety by reference to the full text of the Plan, as amended, a copy of which is attached as Annex A to our proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2013 and incorporated herein by reference.



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

The Annual Meeting was held on June 14, 2013. There were 7,975,235 shares present in person or by proxy at the Annual Meeting out of a total of 12,782,894 shares entitled to vote as of April 19, 2013, the record date for the Annual Meeting.

Proposal 1. Election of directors.

Our stockholders elected the three nominees to serve on our Board of Directors until our 2016 Annual Meeting of Stockholders. The final tabulation of votes on this matter was as follows:

                                                                       Broker
                                 Votes For       Votes Withheld       Non-Votes
         Mr. John F. Dee          3,831,600              304,951       3,838,684
         Dr. Fernand Kaufmann     3,829,223              307,328       3,838,684
         Mr. James E. Levine      3,821,348              315,203       3,838,684

Proposal 2. Approval of an amendment to the Verenium Corporation 2010 Equity Incentive Plan.

Our stockholders approved an amendment to the Plan to increase the aggregate number of shares authorized for issuance under the Plan by 1,800,000. The final tabulation of votes on this matter was as follows:

                                                            Broker
                 Votes For   Votes Against   Abstentions   Non-Votes
                 3,248,922      636,040        251,589     3,838,684

Proposal 3. Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in our proxy statement for the Annual Meeting.

Our stockholders approved the following resolution:

"RESOLVED, that, on an advisory basis, the compensation paid to Verenium Corporation's named executive officers, as disclosed in Verenium Corporation's proxy statement for its 2013 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

The final tabulation of votes on this matter was as follows:

                                                            Broker
                 Votes For   Votes Against   Abstentions   Non-Votes
                 3,570,137      242,731        323,683     3,838,684


Proposal 4. Indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of our named executive officers.

Our stockholders indicated, on an advisory basis, that the preferred frequency of stockholder advisory votes on the compensation of our named executive officers is every one year. The final tabulation of votes on this matter was as follows:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 2,625,596 19,043 667,072 824,840 3,838,684

Proposal 5. Approval of the issuance of the maximum number of shares of common stock issuable under the Amended and Restated Common Stock Purchase Warrants issued by us on January 14, 2013 to Athyrium Opportunities Fund (A) LP and Athyrium Opportunities Fund (B) LP (collectively, "Athyrium"), including in the event any such issuance would result in Athyrium's beneficial ownership of the outstanding shares of our common stock exceeding 20%, and including a waiver of NASDAQ Stock Market Rule 5635 and any other rule of the NASDAQ Stock Market that would prohibit the issuance of such shares.

Our stockholders approved the issuance of the maximum number of shares of our common stock issuable upon the exercise of warrants previously issued to Athyrium. The final tabulation of votes on this matter was as follows:

                                                            Broker
                 Votes For   Votes Against   Abstentions   Non-Votes
                 3,635,980      322,769        177,802     3,838,684

Proposal 6. Ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

Our stockholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. The final tabulation of votes on this matter was as follows:

                                                            Broker
                 Votes For   Votes Against   Abstentions   Non-Votes
                 7,899,218      30,106         45,911          0


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