Form 8-K - Current report

0001830210false00018302102024-05-312024-05-31

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):    May 31, 2024

BENSON HILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39835

85-3374823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1001 North Warson Rd, Ste 300

St. Louis, Missouri 63132

(Address of principal executive offices)

[phone]

(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:

☐    Written communications 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.0001 par value

BHIL

The New York Stock Exchange

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

Emerging growth company    x

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 Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2024, David J. Lee notified Benson Hill, Inc. (the “Company”) of his decision not to stand for re-election to the Board of Directors of the Company (the “Board”) at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Mr. Lee will continue to serve as a director of the Company until the expiration of his current term at the 2024 Annual Meeting. Mr. Lee’s decision not to stand for re-election is due to overboarding concerns under proxy advisor and other institutional investor policies, and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Lee serves as Chief Operating Officer, Chief Financial Officer and a member of the board of directors of WEBTOON Entertainment Inc., which has publicly announced its intention to conduct an initial public offering.

The Board expresses its appreciation for Mr. Lee’s service to the Company and his contributions to the Board.

---

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.

BENSON HILL, INC.
By:			/s/ Susan Keefe
			Name: Susan Keefe
			Title: Chief Financial Officer

Date: May 31, 2024

Cover	May 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 31, 2024
Entity Registrant Name	BENSON HILL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39835
Entity Tax Identification Number	85-3374823
Entity Address, Address Line One	1001 North Warson Rd, Ste 300
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63132
City Area Code	314
Local Phone Number	222-8218
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	BHIL
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Central Index Key	0001830210
Amendment Flag	false
Entity Ex Transition Period	false

---