Codexis details 2026 shareholder voting results

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What did Codexis (CDXS) stockholders decide at the 2026 Annual Meeting?

Who was elected to the Codexis (CDXS) board at the 2026 Annual Meeting?

Was KPMG LLP approved as Codexis (CDXS) auditor for 2026?

How did Codexis (CDXS) stockholders vote on executive compensation in 2026?

What are broker non-votes in the Codexis (CDXS) 2026 voting results?

Codexis, Inc. reported the final voting results from its 2026 Annual Meeting of Stockholders held on June 17, 2026.

Accepted by SEC EDGAR 06/22/2026 - 06:02 AM EDT

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8-K

Codexis, Inc. reported the final voting results from its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders elected Stephen G. Dilly, Raymond De Vré, and Rahul Singhvi as directors for three-year terms expiring at the 2029 annual meeting.

Stockholders also ratified the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 74,561,400 votes for, 106,175 against, and 70,905 abstentions. In addition, they approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Votes for Stephen G. Dilly: 47,074,970 votes Votes for Raymond De Vré: 53,369,302 votes Votes for Rahul Singhvi: 53,059,159 votes +3 more

6 metrics

Votes for Stephen G. Dilly 47,074,970 votes Director election at 2026 annual meeting

Votes for Raymond De Vré 53,369,302 votes Director election at 2026 annual meeting

Votes for Rahul Singhvi 53,059,159 votes Director election at 2026 annual meeting

Auditor ratification for KPMG 74,561,400 for; 106,175 against; 70,905 abstain Ratification of independent registered public accounting firm for 2026

Say-on-pay support 52,546,366 for; 1,192,848 against; 227,354 abstain Non-binding advisory vote on executive compensation

Broker non-votes on key items 20,771,912 shares Broker non-votes for director and compensation proposals

Broker Non-Votes, independent registered public accounting firm, non-binding, advisory basis, Inspector of Elections

4 terms

Broker Non-Votes financial

"Broker Non-Votes 20,771,912"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

Inspector of Elections regulatory

"final results as certified by the Inspector of Elections"

An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.

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Codexis stockholders elected three directors, ratified KPMG LLP as auditor for 2026, and approved executive compensation on a non-binding advisory basis. These outcomes confirm support for the current board composition, audit firm, and disclosed pay programs for named executive officers.

Stockholders elected Stephen G. Dilly, Raymond De Vré, and Rahul Singhvi to the Codexis board. Each director will serve a three-year term expiring at the 2029 annual meeting, or until a successor is elected and qualified or earlier resignation or removal occurs.

Yes, Codexis stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 74,561,400 votes for, 106,175 against, and 70,905 abstentions, indicating strong support for the audit committee’s selection.

Stockholders approved the company’s named executive officer compensation on a non-binding, advisory basis. The vote totaled 52,546,366 for, 1,192,848 against, 227,354 abstentions, and 20,771,912 broker non-votes, signaling general backing for the pay practices described in the proxy statement.

Broker non-votes are shares held in street name whose brokers did not receive voting instructions on certain proposals. For Codexis in 2026, 20,771,912 broker non-votes were recorded on the director elections and the advisory executive compensation proposal, affecting only items requiring explicit stockholder direction.

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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): June 17, 2026

Codexis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34705

71-0872999

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 Penobscot Drive

Redwood City, CA 94063

(Address of Principal Executive Offices) (Zip Code)

(650) 421-8100

Registrant’s telephone number, including area code

Not Applicable

(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. below):

☐	Written communication 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(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.0001 per share

CDXS

The Nasdaq Global Select Market

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 5.07

Submission of Matters to a Vote of Security Holders.

Codexis, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2026. The following is a brief description of each matter voted upon at the Annual Meeting. A more complete description of each matter is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”). The vote results detailed below represent final results as certified by the Inspector of Elections.

Proposal 1. Election of Directors.

The Company’s stockholders elected Stephen G. Dilly, Raymond De Vré, and Rahul Singhvi for a three-year term expiring at the 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified or their earlier resignation or removal. The voting results are as follows:


	Number of Votes
Name of Nominee	For		Withheld		Broker Non-Votes
Stephen G. Dilly, M.B.B.S., Ph.D.		47,074,970		6,891,598		20,771,912
Raymond De Vré, Ph.D.		53,369,302		597,266		20,771,912
Rahul Singhvi, Sc.D.		53,059,159		907,409		20,771,912

Proposal 2. Ratification of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection by the audit committee of the Company’s board of directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results are as follows:


Number of Votes
For	Against	Abstain
74,561,400	106,175	70,905

Proposal 3. Non-binding, Advisory Vote on Executive Compensation.

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results are as follows:


Number of Votes
For	Against	Abstain	Broker Non-Votes
52,546,366	1,192,848	227,354	20,771,912

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.

Source: View Original Filing on SEC EDGAR

CODEXIS, INC.

Date: June 22, 2026

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer and Chief Business Officer

3 documents