Gevo shareholders approve directors and auditor

Gevo, Inc. reported the results of its 2026 Annual Meeting of Stockholders, held by live online audio webcast.

Accepted by SEC EDGAR 05/26/2026 - 04:05 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Gevo, Inc. reported the results of its 2026 Annual Meeting of Stockholders, held by live online audio webcast. Shareholders representing 138,653,607 votes, or 57.1% of the outstanding voting power as of the record date, were present, providing a quorum.

Stockholders elected three Class I directors to serve until the 2029 annual meeting, with support levels varying by nominee. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 134,681,180 votes for, 3,234,531 against and 737,896 abstentions.

In an advisory, non-binding vote on executive compensation, 46,904,827 votes were cast for, 26,882,820 against and 1,220,612 abstained, with 63,645,348 broker non-votes recorded.

8-K Event Classification

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.

Key Figures

Votes represented: 138,653,607 votes Quorum percentage: 57.1% of outstanding voting power Auditor ratification - For: 134,681,180 votes +3 more

6 metrics

Votes represented 138,653,607 votes Represented 57.1% of outstanding voting power at 2026 annual meeting

Quorum percentage 57.1% of outstanding voting power Presence at Gevo’s 2026 annual meeting

Auditor ratification - For 134,681,180 votes For Deloitte & Touche LLP as 2026 independent registered public accounting firm

Auditor ratification - Against 3,234,531 votes Against Deloitte & Touche LLP for fiscal year ending December 31, 2026

Executive compensation - For 46,904,827 votes Advisory, non-binding vote to approve named executive officer compensation

Executive compensation - Against 26,882,820 votes Advisory, non-binding vote on executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, advisory (non-binding) vote, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"Broker Non-Votes 63,645,348"

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

"Ratification of the appointment of Deloitte & Touche 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.

advisory (non-binding) vote financial

"Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders via live online audio webcast"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gevo (GEVO) shareholders approve at the 2026 annual meeting?

Gevo shareholders approved all three proposals at the 2026 annual meeting. They elected three Class I directors through 2029, ratified Deloitte & Touche LLP as 2026 auditor, and supported executive compensation in an advisory, non-binding vote.

How many Gevo (GEVO) votes were represented at the 2026 annual meeting?

A total of 138,653,607 votes were represented at Gevo’s 2026 annual meeting. This equaled 57.1% of the company’s outstanding voting power as of the record date, which was sufficient to constitute a quorum for conducting business.

Were Gevo’s Class I director nominees elected at the 2026 meeting?

Yes, all three Class I director nominees were elected at Gevo’s 2026 meeting. Each nominee received more votes "for" than "withheld," allowing them to serve until the 2029 annual meeting and until their respective successors are duly elected and qualified.

Did Gevo (GEVO) shareholders ratify Deloitte & Touche as auditor for 2026?

Gevo shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026. The vote was 134,681,180 in favor, 3,234,531 against, and 737,896 abstentions, with no broker non-votes reported on this auditor ratification proposal.

How did Gevo shareholders vote on executive compensation in 2026?

In the 2026 advisory, non-binding vote on executive compensation, Gevo shareholders cast 46,904,827 votes for and 26,882,820 against, with 1,220,612 abstentions. There were also 63,645,348 broker non-votes recorded on this compensation proposal.

What was Proposal 3 at Gevo’s 2026 annual meeting?

Proposal 3 was an advisory, non-binding vote to approve compensation of Gevo’s named executive officers. Shareholders supported the proposal, with more votes cast "for" than "against," although it does not create a binding obligation on the company’s compensation policies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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