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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 |