DYADIC INTERNATIONAL INC

DEF 14A 1 dyai20231121_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1044 North U.S. Highway One, Suite 201

Jupiter, Florida 33477

(561) 743-8333

Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (“Annual Meeting”) of Dyadic International, Inc. (“Dyadic”), which will be held on Tuesday, June 11, 2024, at 10 a.m. Eastern Daylight Savings Time. The Annual Meeting will be conducted in virtual format only. You will not be able to attend the Annual Meeting in person. Shareholders can access the Annual Meeting by visiting www.virtualshareholdermeeting.com/DYAI2024.

At the Annual Meeting, you will be asked to consider and vote on the proposals described in the Notice of 2024 Annual Meeting of Shareholders and Proxy Statement, which accompany this letter. We urge you to read these materials carefully. During the Annual Meeting, you will be able to submit questions real-time through the meeting portal.

We hope that you will be able to attend the Annual Meeting, but in any event, we ask that you please vote your shares using the internet or, if you received paper copies of the proxy materials, by calling the toll-free telephone number specified in the proxy card or completing and mailing the proxy card in the postage-paid envelope provided to ensure that your shares will be represented at the Annual Meeting. Instructions on using each of these voting methods are outlined in the Proxy Statement. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee.

On behalf of the board of directors, I would like to express our appreciation for your continued support and interest in Dyadic. We look forward to your participation at the Annual Meeting.

Sincerely,

/s/ Mark Emalfarb

Mark Emalfarb President and Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, JUNE 11, 2024

VIRTUAL MEETING ONLY - NO PHYSICAL MEETING LOCATION

To the Shareholders of Dyadic International, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (“Annual Meeting”) of Dyadic International, Inc., a Delaware corporation (“Dyadic,” “we,” “us”, “our”, or the “Company”), will be held on Tuesday, June 11, 2024 at 10 a.m. Eastern Daylight Savings Time, via live webcast at www.virtualshareholdermeeting.com/DYAI2024 for the following purposes, as more fully described in the Proxy Statement accompanying this Notice of 2024 Annual Meeting of Shareholders:

1. To elect two Class II directors to our Board of Directors to serve until the Company’s 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified;

2. To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;

3. To cast an advisory vote to approve the compensation of the Company’s Named Executive Officers; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

All shareholders are cordially invited to virtually attend the Annual Meeting. To participate in the Annual Meeting, you will need your 16-digit control number included on your Notice Regarding the Availability of Proxy Materials or on your proxy card or voting instruction form, as applicable.

Only shareholders of record at the close of business on April 17, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. The stock transfer books of the Company will remain open between the record date and the date of the Annual Meeting. A list of registered shareholders entitled to vote at the Annual Meeting will be available for inspection by any shareholder for any purpose germane to the Annual Meeting, during regular business hours, for a period of ten days prior to the Annual Meeting, at the Company’s principal place of business at 1044 North U.S. Highway One, Suite 201, Jupiter, Florida 33477. If our headquarters are closed for any reason during such period, the list of registered shareholders entitled to vote at the Annual Meeting will be made available for inspection upon request via email to prawson@dyadic.com, subject to our satisfactory verification of shareholder status.

We encourage shareholders to vote in advance of the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please promptly cast your vote in one of the ways described below:

Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m., Eastern Daylight Savings Time, on Monday, June 10, 2024. Have the 16-digit control number included in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form, as applicable, in hand when you access the above website and follow the instructions to obtain your records and to create an electronic voting instruction form.

Use any touch-tone telephone to transmit your voting instruction. Vote by 11:59 p.m., Eastern Daylight Savings Time, on Monday, June 10, 2024. Have your proxy card in hand when you call and follow the instructions.

If you received paper copies of the proxy materials, please mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

You can vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/DYAI2024. To participate in the Annual Meeting, you will need the 16-digit control number included in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form, as applicable.

You need only vote in one way (so that, if you vote by internet or telephone, you need not return the proxy card).

If you hold your shares through a broker, bank, or other nominee, you should receive separate voting instructions from the firm holding your shares describing the procedure for voting those shares. You may complete and mail a voting instruction form to your broker or nominee or, in most cases, submit voting instructions by telephone or the internet to your broker or nominee. If you provide specific voting instructions by mail, telephone or the internet, your broker or nominee will vote your shares as you have directed.

Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to ensure that all your shares will be voted. Your proxy is revocable in accordance with the procedures set forth in the attached Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mark Emalfarb

Mark Emalfarb President and Chief Executive Officer

INTERNET AVAILABILITY OF PROXY MATERIALS

IMPORTANT NOTICE

This Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available online at https://dyadic.com/investors/annual-meeting-and-proxy/ and can be accessed at**www.proxyvote.com.

TABLE OF CONTENTS

1044 North U.S. Highway One, Suite 201

Jupiter, Florida 33477

(561) 743-8333

PROXY STATEMENT

2024 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

JUNE 11, 2024

VIRTUAL MEETING ONLY - NO PHYSICAL MEETING LOCATION

The Board of Directors of the Company (the “Board”) is soliciting proxies for the 2024 Virtual Annual Meeting of Shareholders of Dyadic International, Inc. (“Annual Meeting”). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

This Proxy Statement contains information related to the Annual Meeting to be held on Tuesday, June 11, 2024 at 10 a.m. Eastern Daylight Savings Time, and at any adjournments or postponements thereof. The Annual Meeting will be conducted in virtual format only. Shareholders will not be able to attend the Annual Meeting in person. Shareholders can access the Annual Meeting by visiting www.virtualshareholdermeeting.com/DYAI2024.

The Board set April 17, 2024 as the record date for the Annual Meeting. Shareholders who owned the Company’s common stock on that date are entitled to vote at the Annual Meeting, with each share entitled to one vote. There were 29,236,814 shares of the Company’s common stock outstanding as of the record date.

We are furnishing proxy materials to our shareholders primarily via the internet under the Securities and Exchange Commission’s (“SEC”) “Notice and Access” rules. On or about April 24, 2024, we expect to mail to our shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and Annual Report for the fiscal year ended December 31, 2023 (“Annual Report”). The Notice Regarding the Availability of Proxy Materials also will instruct you on how to access and submit your proxy through the internet.

We are providing internet distribution of our proxy materials to expedite receipt by shareholders, reduce costs and conserve paper. However, if you would like to receive printed proxy materials, please follow the instructions on the Notice Regarding the Availability of Proxy Materials. Additionally, the Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and Annual Report are available at www.dyadic.com by clicking the “Investors” link.

INTERNET AVAILABILITY OF PROXY MATERIALS

IMPORTANT NOTICE

The Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and Annual Report are available at www.proxyvote.com.