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. |
On September 17, 2024, the following non-employee directors of the Board of Directors (the “Board”) of 23andMe Holding Co. (the “Company”) resigned from the Board (the “Resignations”), with such Resignations to be effective immediately: Roelof Botha, Patrick Chung, Sandra Hernández, M.D., Neal Mohan, Valerie Montgomery Rice, M.D., Richard Scheller, Ph.D., and Peter J. Taylor (collectively, the “Resigning Directors”).
At the time of the Resignations, the Resigning Directors served on the following committees of the Board:
| • | Audit Committee of the Board: Mr. Taylor (Chair), Mr. Botha, and Mr. Chung; |
| • | Compensation Committee of the Board: Dr. Montgomery Rice (Chair), Mr. Chung, and Mr. Mohan; and |
| • | Special Committee of the Board: Dr. Hernández and Mr. Taylor. |
As set forth in the Resigning Directors’ resignation letter dated September 17, 2024 (the “Resignation Letter”), the Resigning Directors stated that such Resigning Directors differed on the strategic direction for the Company from the Company’s Chief Executive Officer, Anne Wojcicki, and that, as a result of such difference and Ms. Wojcicki’s concentrated voting power, the Resigning Directors believe that it is in the best interest of the Company’s stockholders to resign from the Board.
On September 17, 2024, the Company issued a press release regarding the Resignations (the “Press Release”), which such Press Release included a copy of the text of the Resignation Letter. The Press Release, which includes the Resignation Letter, is attached hereto as Exhibit 17 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 17 | Press Release, dated September 17, 2024 | |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
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.
| 23ANDME HOLDING CO. | ||||||
| Date: September 18, 2024 | By: | /s/ Joseph Selsavage | ||||
| Name: Joseph Selsavage | ||||||
| Title: Chief Financial and Accounting Officer | ||||||