Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2020 Bonus Plan Amendment

As previously reported, on January 13, 2020 and on February 25, 2020, the Leadership, Development and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Amyris, Inc. (the "Company") approved and amended, respectively, a 2020 cash bonus plan (the "Bonus Plan"), that included the cash bonus plan for the Company's executive officers (the Company's chief executive officer, chief financial officer and other current named executive officers). The terms, as amended, of the Bonus Plan were reported in Current Reports on Form 8-K filed by the Company with the SEC on January 17, 2020 and March 2, 2020 (the "Prior Forms"), and all such disclosures are incorporated herein by reference.

On May 28, 2020, the Committee approved the following additional modifications to the Bonus Plan (as so modified, the "Amended Bonus Plan"):

Under the Amended Bonus Plan, each of the Company's named executive officers is eligible to receive a quarterly and an annual bonus if the Company achieves the target levels set for GAAP revenue (quarterly and annual), operating expense (quarterly and annual), product margin (quarterly) and gross margin (annual). For each of the four quarterly periods, the Amended Bonus Plan allocates 15% of the total Target Bonus Fund (as defined in the Prior Forms) and, for the annual period, it allocates 40% of the total Target Bonus Fund. The Committee has discretion to determine the amount of the bonus to be awarded to each named executive officer for each of the quarter and fiscal year periods based on the funding of the Target Bonus Fund for that period and that executive's target bonus amount; in addition, for the fiscal year period, the Committee will include the executive's individual performance criteria in its determination. For purposes of the Amended Bonus Plan, "GAAP revenue" means total Company revenue as reported, "operating expense" means total cash operating expense (i.e., excludes such items as depreciation and amortization and stock compensation), "product margin" means margin generated relative to product related revenue, and "gross margin" means margin generated relative to total revenue. 2020 Equity Incentive Plan

As described in Item 5.07 below, on May 29, 2020, the Company's stockholders, upon the recommendation of the Board, approved the 2020 Equity Incentive Plan (the "2020 Plan"), which will replace our 2010 Equity Incentive Plan. The 2020 Plan will become effective on June 22, 2020, upon expiration of our 2010 Equity Incentive Plan. A summary description of the 2020 Plan is included under section " Proposal 4 - Approval of our 2020 Equity Incentive Plan ," in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2020 (the "Proxy Statement), which description is incorporated herein by reference and is qualified in its entirety by reference to the 2020 Plan , a copy of which was filed as Appendix A to the Proxy Statement, and is incorporated by reference into this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2020, the Company held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") for the following purposes:

•To elect the four Class I directors nominated by the Company's Board of Directors (the "Board") to serve on the Board for a three-year term ("Proposal 1"); •To ratify the appointment of Macias Gini & O'Connell LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 ("Proposal 2");

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•To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers (commonly referred to as a "stockholder say-on-pay vote") ("Proposal 3"); •To approve the Company's 2020 Equity Incentive Plan ("Proposal 4");

•To approve the issuance of shares of the Company's common stock in accordance with Nasdaq Listing Standard Rule 5635(d): (i) upon the Company's election, and at its discretion, to pay interest and amortization on its Senior Convertible Notes due 2022 in shares of the Company's common stock, and (ii) upon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by such Nasdaq rule ("Proposal 5"); •To approve an amendment to the Company's certificate of incorporation to increase the number of total authorized shares from 255,000,000 to 355,000,000 and the number of authorized shares of common stock from 250,000,000 to 350,000,000 ("Proposal 6"); and

•To act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The following Class I directors listed in Proposal 1 were elected to the Board based on the following votes:


                                   For        Withhold    Broker Non-Vote
Geoffrey Duyk, M.D., Ph.D.     100,471,311    3,000,888     27,422,972
Steven Mills                   100,626,443    2,845,756     27,422,972
Carole Piwnica                  93,583,229    9,888,970     27,422,972
James McCann                   101,761,204    1,710,995     27,422,972

Proposal 2 was approved by the following vote:

For Against Abstain Broker Non-Vote

130,170,643 564,593 159,935 --

Proposal 3 was approved by the following vote:

For Against Abstain Broker Non-Vote

101,434,626 1,692,203 345,370 27,422,972

Proposal 4 was approved by the following vote:

For Against Abstain Broker Non-Vote

92,751,260 10,470,268 250,671 27,422,972

Proposal 5 was approved by the following vote:

For Against Abstain Broker Non-Vote

100,681,545 2,575,530 215,124 27,422,972

Proposal 6 was approved by the following vote:


     For         Against      Abstain    Broker Non-Vote
 116,010,078    13,935,538    351,516          --


No further business was brought before the Annual Meeting.

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