DNMR Danimer Scientific Inc

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

DANIMER SCIENTIFIC, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 Election of Directors; Compensatory Arrangements of Certain Officers

On January 17, 2024, the Board of Directors (the “Board”) of Danimer Scientific, Inc. (the “Company”) approved an increase to the number of directors on the Board from nine (9) to eleven (11) and appointed each of Dr. David J. Moody and Richard N. Altice as members of the Board to fill the resulting vacancies. Dr. Moody’s appointment is effective as of January 17, 2024, and Mr. Altice’s appointment will become effective as of April 15, 2024. In connection with such appointments, the Company will enter into indemnification agreements with each of Dr. Moody and Mr. Altice in the standard form previously approved by the Board and filed with the Securities and Exchange Commission as Exhibit 10.2 to the Current Report on Form 8-K filed on January 5, 2021 (Commission File No. 001-39280). Each of Dr. Moody and Mr. Altice will participate in the Company’s Non-Employee Director Compensation Program, as described in the Company’s most recent proxy statement filed with the SEC on April 17, 2023, as subsequently updated to replace stock option awards with restricted stock unit awards. Each of Dr. Moody and Mr. Altice will receive a pro rata restricted stock unit award for the portion of service between the effective date of his appointment and June 1, 2024, the anniversary of the Company’s 2023 annual meeting of shareholders.

Neither Dr. Moody nor Mr. Altice is a party to any transactions listed in Item 404(a) of Regulation S-K.

As of the date hereof, the Board has not determined which, if any, committees of the Board to which Dr. Moody and Mr. Altice may be appointed.

Dr. David J. Moody, 61, has over thirty years’ experience managing chemical and polymer related businesses in various leadership roles. Dr. Moody currently is a member of the Board of Directors of Jadex Inc., a U.S.-based manufacturing and material science company utilizing innovation and technology to develop sustainable products that serve the medical, industrial and consumer markets. Dr. Moody previously served as Chief Executive Officer of Jadex from March 2021 through July 2023, and before that served in various roles of increasing responsibility at Milliken & Company, a global manufacturer of textile, chemical, floor covering, and healthcare products, including in the roles of Executive Vice President and Division President, Chemicals and President, Milliken Research Corporation. Dr. Moody earned his Bachelor of Science in Chemistry at Wofford College and his Ph.D. in Chemistry at the Georgia Institute of Technology.

Richard Altice, 59, has over thirty years of sales, marketing, operational and management experience in the specialty chemicals and biopolymer industries. Mr. Altice most recently retired from NatureWorks, a developer and manufacturer of biopolymers (polylactic acid), where he served as President and CEO for five years. Prior to NatureWorks, Mr. Altice was the Senior Vice President and President of PolyOne’s Designed Structures and Solutions, a polymer and plastics converting and food packaging business, formerly known as Spartech. Additionally, Mr. Altice was Vice President of Hexion’s Global Specialty Epoxy resin business and was formerly the President of Solutia’s Technical Specialties division, responsible for the global rubber chemicals and specialty fluids businesses. Mr. Altice graduated from the Missouri University of Science and Technology with a Bachelor of Science in Chemical Engineering.

The Board also reaffirmed its previous approval of the Company entering into its standard form of indemnification agreement with Michael A. Hajost, the Company’s Chief Financial Officer, in the standard form previously approved by the Board and filed with the Securities and Exchange Commission as described above.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

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 thereunto duly authorized.

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