Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 3, 2020, Gevo, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders approved an amendment and restatement of the Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan (the "2010 Plan"). The 2010 Plan was amended primarily to (1) increase the number of authorized shares under the 2010 Plan by 3,713,413 shares and (2) to extend the term of the 2010 Plan to June 3, 2020. The 2010 Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2010 Plan are set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2020 (the "Proxy Statement"). The summaries of the 2010 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2010 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

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

On June 3, 2020, the Company held the Annual Meeting in Englewood, Colorado. At the Annual Meeting, the Company's stockholders voted on, and approved, the following proposals:

Proposal No. 1 - Election of two Class I directors to hold office until the 2023 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.





                                              Broker
Nominee:               For      Withhold     Non-Votes
Ruth I. Dreessen    4,350,927   101,743      5,460,529
Patrick R. Gruber   4,312,515   140,155      5,460,529

Proposal No. 2 - Approval, for purposes of the rules of The Nasdaq Stock Market LLC, the potential issuance of more than 19.99% of the Company's outstanding common stock upon conversion of, or related to, the Company's 12.0% Convertible Senior Secured Notes due 2020/2021.





                                 Broker
   For      Against   Abstain   Non-Votes
4,095,918   293,851   62,901    5,460,529

Proposal No. 3 - Approval of an amendment and restatement of the Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan.





                                   Broker
   For       Against    Abstain   Non-Votes
3,173,998   1,188,538   90,134    5,460,529






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Proposal No. 4 - Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the outstanding shares of the Company's common stock, par value $0.01 per share, by a ratio of not less than one-for-two and not more than one-for-twenty at any time on or prior to June 3, 2022, with the exact ratio to be set at a whole number within this range by the Board of Directors of the Company in its sole discretion.





                                   Broker
   For       Against    Abstain   Non-Votes
7,999,473   1,703,549   34,848        -

Proposal No. 5 - Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.







                                 Broker
   For      Against   Abstain   Non-Votes
9,264,778   453,323   195,098       -

Item 9.01. Financial Statements and Exhibits.






(d)  Exhibits.



Exhibit
  No.     Description
 10.1       Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan

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