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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): May 20, 2026

 

 

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   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07.Submission of Matters to a Vote of Security Holders.

 

On May 20, 2026, Gevo, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders via live online audio webcast (the “Annual Meeting”). There were 138,653,607 votes represented either in person or by proxy at the Annual Meeting, or 57.1% of the outstanding voting power of the Company as of the record date of the Annual Meeting, which represented a quorum. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”). The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:

 

Proposal 1 — Election of three Class I directors to hold office until the 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

 

Nominee:  For  Withhold  Broker
Non-Votes
James J. Barber  69,889,310  5,118,949  63,645,348
Paul D. Bloom  72,544,897  2,463,362  63,645,348
Patrick R. Gruber  66,494,817  8,513,442  63,645,348

 

Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

For  Against  Abstain  Broker
Non-Votes
134,681,180  3,234,531  737,896 

 

Proposal 3 — Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.

 

For  Against  Abstain  Broker
Non-Votes
46,904,827  26,882,820  1,220,612  63,645,348

 

 

 

 

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.
     
Dated: May 26, 2026 By: /s/ E. Cabell Massey
    E. Cabell Massey
    Vice President, Deputy General Counsel and Corporate Secretary