Dear Stockholder:
You are invited to attend the annual meeting of stockholders (the “Annual Meeting”) of Codexis, Inc. (“Codexis,” “we,” “us” or “our”) to be held on Tuesday, June 13, 2023, at 9:00 a.m., California time. The Annual Meeting will be held in a virtual format via live audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/CDXS2023, where you will be able to listen to the meeting live, submit questions and vote.
At the Annual Meeting, you will be asked to:
(i) elect three Class I directors to hold office until the 2026 annual meeting of stockholders;
(ii) ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2023;
(iii) vote, on a non-binding, advisory basis, on the compensation of our named executive officers;
(iv) vote, on a non-binding, advisory basis, to determine the frequency of future advisory votes on compensation for our named executive officers;
(v) approve an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock, par value $0.0001 per share (the “common stock”), from 100,000,000 to 200,000,000 shares;
(vi) approve the Codexis, Inc. 2023 Employee Stock Purchase Plan;
(vii) approve an amendment to the Codexis, Inc. 2019 Incentive Award Plan; and
(viii) transact such other business as may properly come before the Annual Meeting.
The accompanying Notice of Annual Meeting and proxy statement describe these matters. We urge you to read this information carefully.
Your board of directors unanimously believes that each of the proposals set forth above and described in the accompanying Notice of Annual Meeting and proxy statement are in the best interests of Codexis and its stockholders, and, accordingly, recommends a vote “FOR” the election of all of its nominees for director, “FOR” the ratification of the selection of BDO USA, LLP as our independent registered public accounting firm, “FOR” the approval of the compensation of our named executive officers on a non-binding, advisory basis, in favor of the option of “ONE YEAR” for the non-binding, advisory vote on the frequency of the advisory vote on compensation for our named executive officers, “FOR” the approval of an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock, “FOR” the approval of the Codexis, Inc. 2023 Employee Stock Purchase Plan and “FOR” the approval of an amendment to the Codexis, Inc. 2019 Incentive Award Plan.
In addition to the business to be transacted as described above, management will speak on developments in the past year and respond to comments and questions of general interest to stockholders.
It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting online, please vote as soon as possible. You may vote on the Internet or by telephone. If, however, you requested to receive paper proxy materials, then you may also vote by mailing a complete, signed and dated proxy card or voting instruction card in the envelope provided. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other