UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

May 5, 2017

Pfenex Inc.

(Exact name of registrant as specified in its charter)

10790 Roselle Street

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(858) 352-4400

(Registrant’s telephone number, including area code)

Not Applicable

(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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

As noted below, on May 5, 2017, our stockholders approved the amendment and restatement of our 2014 Equity Incentive Plan (1) to amend and restate the material terms of the plan to allow us the ability to deduct in full under Section 162(m) of the Internal Revenue Code of 1986, as amended, compensation recognized by our executive officers in connection with certain awards that may be granted under the plan in the future; (2) to increase the number of shares of common stock reserved thereunder by 2,500,000 shares; and (3) to make such other changes as described in the proxy statement. The Amended and Restated 2014 Equity Incentive Plan is described in more detail in the Company’s 2017 Proxy Statement, which was filed with the Securities and Exchange Commission on April 3, 2017. The foregoing description and the summary contained in the Company’s 2017 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2014 Equity Incentive Plan, which is attached hereto as Exhibit 10.1.

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

We held our 2017 annual meeting of stockholders on May 5, 2017 (the “Annual Meeting”). Of the 23,443,352 shares of our common stock outstanding as the record date of March 10, 2017, 19,702,216 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 84% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

(d) Exhibits

SIGNATURES

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.

EXHIBIT INDEX