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

Date of Report (Date of earliest event reported): June 14, 2013

VERENIUM CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (858) 431-8500

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:

(e)

In February 2013, our Board of Directors adopted, subject to stockholder approval, an amendment to the Verenium Corporation 2010 Equity Incentive Plan (the “Plan”) to increase the aggregate number of shares authorized for issuance under the Plan by 1,800,000. On June 14, 2013, our stockholders approved such amendment at our 2013 Annual Meeting of Stockholders (the “Annual Meeting”). The foregoing description of the amendment to the Plan is qualified in its entirety by reference to the full text of the Plan, as amended, a copy of which is attached as Annex A to our proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2013 and incorporated herein by reference.

The Annual Meeting was held on June 14, 2013. There were 7,975,235 shares present in person or by proxy at the Annual Meeting out of a total of 12,782,894 shares entitled to vote as of April 19, 2013, the record date for the Annual Meeting.

Our stockholders elected the three nominees to serve on our Board of Directors until our 2016 Annual Meeting of Stockholders. The final tabulation of votes on this matter was as follows:

Our stockholders approved an amendment to the Plan to increase the aggregate number of shares authorized for issuance under the Plan by 1,800,000. The final tabulation of votes on this matter was as follows:

Our stockholders approved the following resolution:

“RESOLVED, that, on an advisory basis, the compensation paid to Verenium Corporation’s named executive officers, as disclosed in Verenium Corporation’s proxy statement for its 2013 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The final tabulation of votes on this matter was as follows:

Our stockholders indicated, on an advisory basis, that the preferred frequency of stockholder advisory votes on the compensation of our named executive officers is every one year. The final tabulation of votes on this matter was as follows:

Our stockholders approved the issuance of the maximum number of shares of our common stock issuable upon the exercise of warrants previously issued to Athyrium. The final tabulation of votes on this matter was as follows:

Our stockholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. The final tabulation of votes on this matter was as follows:

SIGNATURE

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 hereunto duly authorized.