UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 12, 2023
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: +1 (916 ) 231-9329
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2023, the Board of Directors (the “Board”) of Origin Materials, Inc. (the “Company”) James Stephanou to serve as a director of the Company. Mr. Stephanou will serve as a Class III director, whose initial term will begin on June 12, 2023 and continue until the 2024 annual meeting of shareholders. The Board appointed James Stephanou to the Audit Committee and the Compensation Committee.
James Stephanou, 58, is Chief Executive Officer for IPS (Integrated Project Services). Mr. Stephanou brings over thirty years of experience in manufacturing operations and engineering, including his current role as CEO of IPS, an engineering and construction services provider to the life sciences sector. Previously, he served as Vice President and Head of Engineering and Projects at Merck & Co., Inc., a position he held from 2015 to 2023. Prior to joining Merck, he held various leadership positions at Bayer Corp. for over a decade, including roles as Vice President of Engineering and General Manager, Vice President of Global Asset Management, Vice President and Plant Manager for Manufacturing and Technology, and Regional Director of Engineering and Maintenance. Mr. Stephanou joined Lyondell Basell Industries N.V. in 1988 and held a variety of supervisory positions with the company before being named Manager of Maintenance and Reliability in 2000. Mr. Stephanou holds a mechanical engineering degree from Drexel University.
The Board has determined that Mr. Stephanou is an “independent” director under the Company’s Corporate Governance guidelines and the independence requirements of the Nasdaq Stock Market, as well as the applicable rules promulgated by the Securities and Exchange Commission (the “SEC”).
As a non-employee director, Mr. Stephanou will receive the same compensation paid to other non-employee directors of the Company in accordance with the policies and procedures previously approved by the Board for non-employee directors, as disclosed in the Company’s most recent Proxy Statement filed with the SEC on June 8, 2023.
There are no arrangements between Mr. Stephanou and any other person pursuant to which Mr. Stephanou was elected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Stephanou has a material interest.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORIGIN MATERIALS, INC. | ||||||||
Dated: June 12, 2023 | ||||||||
| By: | /S/ NATE WHALEY | |||||||
| Nate Whaley | ||||||||
| Chief Financial Officer | ||||||||