CODEXIS, INC. 8-K

What Happened

• Codexis, Inc. filed an 8-K (Item 5.02) reporting that director Dennis Wolf notified the Board of his decision to resign, effective April 8, 2026. Mr. Wolf also resigned from the Audit Committee and the Compensation Committee. The filing states his resignation was not due to any disagreement with the company.
• To rebalance board classes, on April 10, 2026 the Board moved a director from Class II to Class III. As part of that adjustment, Class II director Esther Martinborough, Ph.D., resigned her Class II seat effective April 10, 2026 and was immediately re-elected as a Class III director. Dr. Martinborough was also (re)appointed to the Compensation Committee and Strategy Committee and named Chair of the Science & Technology Committee. The company says her service is to be treated as uninterrupted. After the change the Board has three Class I, three Class II and three Class III directors.

Key Details

• Dennis Wolf resigned from the Board and from the Audit and Compensation Committees, effective April 8, 2026; resignation not due to disagreement with the company.
• Board class rebalance occurred April 10, 2026; Dr. Esther Martinborough moved from Class II to Class III and retained committee roles (Compensation, Strategy; Chair of Science & Technology).
• Post‑rebalance board composition: 3 Class I, 3 Class II, 3 Class III directors.

Why It Matters

• This is a governance change affecting board composition and committee assignments; committee membership and board class balance can influence oversight of strategy, audit and compensation matters.
• There are no allegations or reported disputes tied to the resignation, and management portrays Dr. Martinborough’s re-election as a continuity move, which reduces concerns about disruption. Investors should note the change for corporate governance tracking and watch for any future director appointments or committee updates.