AND EXCHANGE COMMISSION
Washington, D.C. 20549
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2019
PACIFIC ETHANOL, INC.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction||(Commission File Number)||(IRS Employer|
|of Incorporation)||Identification No.)|
400 Capitol Mall, Suite 2060
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s Telephone Number, Including Area Code: (916) 403-2123
(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 communication 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, $0.001 par value||PEIX|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Pacific Ethanol, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on November 7, 2019 (“Original Filing”). The Original Filing reported the voting of results the Company’s 2019 Annual Meeting of Stockholders held on November 7, 2019 (the “Annual Meeting”). The sole purpose of this Form 8K/A is to disclose the Company’s decision as to how frequently it will conduct future stockholder advisory votes on named executive officer compensation (“say-on-pay”). No other changes have been made to the Original Filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders cast approximately 58% of votes, not including abstentions, and representing a majority of votes, in favor of holding future say-on-pay votes on an annual basis. The Board of Directors of the Company had recommended a vote for frequency of say-on-pay votes every three years. In light of this result and other factors it considered, the Board of Directors has determined that the Company will hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes occurs. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2025 Annual Meeting of Stockholders.
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.
|Date: January 23, 2020||PACIFIC ETHANOL, INC.|
|By:||/S/ CHRISTOPHER W. WRIGHT|
|Christopher W. Wright,|
|Vice President, General Counsel & Secretary|