SECURITIES AND EXCHANGE COMMISSION
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|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.
|Item 7.01.||Regulation FD.|
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.|
|99.1||Press Release, dated October 17, 2023|
|104||Cover Page Interactive Data File (Formatted as Inline XBRL)|
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.
|Date: October 17, 2023||By:||/s/ E. Cabell Massey|
|E. Cabell Massey|
|Vice President, Legal and Corporate Secretary|
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.
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.
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.
Heather L. Manuel