SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2023
(Exact name of registrant as specified in its charter)
|(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
(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 January 5, 2023, the Board of Directors (the “Board”) of Gevo, Inc. (“Gevo” or the “Company”) approved the appointment of Carol J. Battershell to the Board as a Class III director, with a current term that will expire at the annual meeting of stockholders to be held in 2025. Ms. Battershell will receive an annual cash retainer of $85,000 and an equity grant valued at $52,000 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. Ms. Battershell will also be eligible to receive annual grants of equity and other compensation consistent with the Company’s compensation policy for her service as a non-employee director, as specified from time to time by the Board. Ms. Battershell also entered into the Company’s customary form of indemnification agreement upon her appointment to the Board.
There are no understandings or arrangements with any person pursuant to which Ms. Battershell was selected as a director, and Ms. Battershell 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 Ms. Battershell under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and concluded that Ms. Battershell is an independent director under the applicable Nasdaq standards.
Item 7.01. Regulation FD.
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the appointment of Ms. Battershell 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.
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: January 5, 2023||By:||/s/ Geoffrey T. Williams, Jr.|
| || ||Geoffrey T. Williams, Jr.|
| || ||Vice President - General Counsel and Secretary|
Gevo Announces Appointment of Carol Battershell to Board of Directors
ENGLEWOOD, Colo., January 5, 2023 -- Gevo, Inc. (NASDAQ: GEVO) is pleased to announce that Carol J. Battershell has been appointed to its Board of Directors. Ms. Battershell is a seasoned executive with nearly 40 years in the energy sector in the United States and internationally. Carol is currently the Chief Executive Officer at Battersea Energy LLC, an energy consulting company and she previously served as Principal Deputy Director in the Office of Policy at the U.S. Department of Energy (“DOE”).
“We are excited to have Carol join our Board of Directors,” said Dr. Patrick Gruber, CEO of Gevo. “Her industry expertise and Department of Energy experience will be an invaluable resource to Gevo as we work towards our goal of production and delivery of a billion gallons of sustainable aviation fuel.”
In her ten years with the DOE, Carol led multi-billion dollar technical programs; ran the Energy Efficiency and Renewable Energy field operations office, and was a key contributor to two multi-Agency energy policy reviews. Prior to the DOE, Carol worked for 25 years in the energy industry for BP where she held roles in operations management, strategy development, financial management, and policy development.
Carol holds a BS in Engineering from Purdue University with a specialization in environmental engineering and an MBA from Case Western Reserve University.
Carol serves on the Board of Directors for BluEarth Renewables Inc., a private renewable energy production company; and previously served on the Board of Directors for Arotech Corporation, a portable energy solution and training simulator company, from 2016-2017 where she served as the chair of the Nominating Committee and as a member of the Audit Committee.
“I’m excited to join the Gevo team and contribute to the company’s mission of creating a more sustainable future through the use of renewable technologies,” said Ms. Battershell. “Gevo’s work in this space is remarkable, and I am excited by the momentum that is continuing to build.”
The addition of Carol Battershell to the Gevo Board of Directors is effective immediately.
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 it possesses the technology and know-how to convert various carbohydrate feedstocks through a fermentation process into alcohols and then transform the alcohols into renewable fuels and materials, through a combination of its own technology, know-how, engineering, and licensing of technology and engineering from Axens North America, Inc., which 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.
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 Carol Battershell 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, 2021, 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.
Heather L. Manuel