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): February 4, 2014
____________________

Codexis, Inc.
(Exact name of Registrant as Specified in its Charter)
 

Delaware
001-34705
71-0872999
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
200 Penobscot Drive    
Redwood City, CA 94063    94063
(Address of Principal Executive Offices)    (Zip Code)

(650) 421-8100
(Registrant’s telephone number, including area code)

N/A
(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 (see General Instruction A.2. below):

¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)    On February 4, 2014, the Compensation Committee of the Board of Directors of Codexis, Inc. (the “Company”) approved an increase in Douglas T. Sheehy’s annual base salary from $334,750 to $390,000 and an increase in Mr. Sheehy’s annual target bonus to 50% of his annual base salary. Mr. Sheehy has been promoted to Executive Vice President, Chief Administrative Officer, General Counsel and Secretary.





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.
Date: February 10, 2014
CODEXIS, INC.
By:     /s/ John J. Nicols    
Name:
John J. Nicols
Title:
President and Chief Executive Officer