UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, on June 12, 2024, Natera, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated 2015 Equity Incentive Plan, as amended (the “Amended and Restated 2015 Plan”). The Amended and Restated 2015 Plan amends the Company’s 2015 Equity Incentive Plan to, among other things, increase the shares reserved for issuance by 6 million shares of the Company’s common stock, extend the term of the plan by an additional 10 years, eliminate the “evergreen” feature which provided for automatic annual increases in the number of shares available for issuance under the plan, and eliminate the Company’s ability to reprice options and stock appreciation rights without obtaining stockholder approval.
The Company’s officers and directors are among the persons eligible to receive awards under the Amended and Restated 2015 Plan in accordance with the terms and conditions thereunder. A detailed summary of the Amended and Restated 2015 Plan is set forth in Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting (the “Proxy Statement”), which was filed with the U.S. Securities and Exchange Commission on April 24, 2024. Such detailed summary of the Amended and Restated 2015 Plan and the foregoing description of the Amended and Restated 2015 Plan are qualified in their entirety by reference to the full text of the Amended and Restated 2015 Plan and the forms thereunder, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2024, the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement.
Only stockholders of record as of the close of business on April 15, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 123,241,550 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The holders of a total of 114,668,903 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of the Company’s common stock was entitled to one vote for each share of common stock held as of the close of business on the record date.
The tabulation of the stockholders’ votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1: The election of three directors to serve as Class III directors until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified:
|
Name |
For |
Withheld |
|||
| Roelof Botha | 54,500,265 | 52,981,700 | |||
| Steven Chapman | 106,487,194 | 994,771 | |||
| Matthew Rabinowitz | 102,538,622 | 4,943,343 |
Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 114,278,111 | 334,741 | 56,051 | 0 |
Proposal 3: The advisory vote on the compensation of the Company’s named executive officers:
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For |
Against |
Abstentions |
Broker Non-Votes |
| 101,567,539 | 5,854,068 | 60,358 | 7,186,938 |
Proposal 4: The approval of the Amended and Restated 2015 Equity Incentive Plan:
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 85,933,481 | 21,496,585 | 51,899 | 7,186,938 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1 | Amended and Restated 2015 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Natera, Inc. | ||
| By: |
/s/ Michael Brophy | |
| Michael Brophy | ||
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Dated: June 18, 2024