UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
(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 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 each exchange on which registered |
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 Certain Officers; Compensatory Arrangements of Certain Officers.
Standard BioTools Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 27, 2024. The Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated 2011 Equity Incentive Plan, as amended (the “Plan”), increasing the number of shares of common stock reserved for issuance thereunder by 19,125,000 shares.
The Plan is described in further detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on May 21, 2024, as supplemented on June 3, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. The complete text of the Plan is set forth in Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2024 (the “Record Date”), the Company had 369,920,511 shares of common stock issued and outstanding. A total of 292,959,945 votes, or approximately 79.19% of the total voting power of the shares of the Company’s capital stock issued and outstanding and entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting. The following proposals are described in detail in the Proxy Statement. The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below:
1. Election of Class II Directors. The following nominees were elected to serve as Class II directors, to hold office until the Company’s 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified or their earlier resignation or removal:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Troy Cox | 222,829,923 | 7,618,480 | 62,511,542 | |||
| Fenel M. Eloi | 221,580,993 | 8,868,410 | 62,510,542 |
2. Advisory Vote on Approval of Executive Compensation. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2023 was approved by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 200,835,452 | 28,960,018 | 653,932 | 62,510,543 |
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was approved by the following vote:
| Votes For | Votes Against | Abstentions | ||
| 291,606,384 | 383,526 | 970,035 |
4. Approval of the Amendment to the Amended and Restated 2011 Equity Incentive Plan. The proposal to approve the amendment to the Plan to increase the shares of common stock reserved thereunder by 19,125,000 shares was approved by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 219,832,074 | 10,192,031 | 425,296 | 62,510,544 |
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1+ | Standard BioTools Inc. Amended and Restated 2011 Equity Incentive Plan, As Amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ Management compensation plan or arrangement.
3
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: July 1, 2024 | STANDARD BIOTOOLS INC. | |
| By: | /s/ Jeffrey Black | |
| Name: | Jeffrey Black | |
| Title: | Chief Financial Officer | |
4