Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 15, 2017




(Exact name of registrant as specified in its charter)




Delaware   001-36030   20-5137161

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


1540 Drew Avenue, Davis, CA   95618
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (530) 750-2800

(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 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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 15, 2017, Marrone Bio Innovations, Inc. (the “Company”) promoted James B. Boyd, the Company’s Senior Vice President and Chief Financial Officer, to President and Chief Financial Officer. In connection with the promotion, the Company and Mr. Boyd entered into a letter agreement, also effective August 15, 2017, pursuant to which Mr. Boyd’s base salary will be increased from $250,000 to $285,000, provided that Mr. Boyd has agreed to defer his salary increase until the satisfaction of certain contingencies described in the letter agreement. In addition, Mr. Boyd has been granted 150,000 restricted stock units with respect to the Company’s common stock, which will vest in equal monthly increments over a period of three years from the grant date. In addition, Mr. Boyd will continue to be eligible for the Company’s bonus plan, under which Mr. Boyd’s bonus can be up to 40% of his salary.

The foregoing summary description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2017.


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.


Dated: August 18, 2017     By:  

/s/ Linda V. Moore

      Linda V. Moore
      Senior Vice President and General Counsel