UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 April 12, 2022, the board of directors of Pacific Biosciences of California, Inc. (the “Company”), at the recommendation of the compensation committee of the board of directors, approved an amendment (the “Amendment”) to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, to reserve an additional 18,000,000 shares of the Company’s common stock (the “Additional Shares”) for issuance pursuant to the 2020 Plan. As described below under Item 5.07, the stockholders of the Company approved the Amendment at the annual meeting of stockholders held virtually on May 25, 2022 (the “Annual Meeting”).
A more complete description of the material terms of the Amendment and 2020 Plan can be found in “Proposal 3: Approval of Amendment to the 2020 Equity Incentive Plan” in the Company’s definitive proxy statement originally filed with the Securities and Exchange Commission (“SEC”) on April 14, 2022 (as supplemented, the “Proxy Statement”), which description is incorporated by reference herein. The foregoing descriptions and the descriptions incorporated by reference from the Proxy Statement are qualified by reference to the full text of the 2020 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference herein.
| ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Company held its 2022 Annual Meeting on May 25, 2022. Of the 224,329,439 shares of the Company’s common stock outstanding as of the record date of March 31, 2022, 189,287,226 shares were represented at the Annual Meeting, either virtually in person or by proxy, constituting approximately 84.38% of shares of common stock entitled to vote at the Annual Meeting. The three matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below:
Proposal 1: Election of Three Class III Directors
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||
| David Botstein, Ph.D. | 154,199,726 | 896,098 | 143,251 | 34,048,151 | ||||
| William Ericson | 151,871,805 | 3,214,953 | 152,317 | 34,048,151 | ||||
| Kathy Ordoñez | 124,756,293 | 30,358,126 | 124,656 | 34,048,151 |
Each director nominee was duly elected to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal.
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | ||
| 188,204,474 | 574,329 | 508,423 |
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Proposal 3: Approval of Amendment to the 2020 Equity Incentive Plan
| For | Against | Abstain | Broker Non-Votes | |||
| 114,164,354 | 40,929,508 | 145,213 | 34,048,151 |
The stockholders approved the amendment to the Company’s 2020 Plan to increase the number of shares of the Company’s common stock reserved thereunder.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 10.1+* | Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended |
| 10.2+* | Form of Global Stock Option Agreement under the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended |
| 10.3+* | Form of Global Restricted Stock Unit Agreement under the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ Indicates management contract or compensatory plan.
* Filed herewith.
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.
| Pacific Biosciences of California, Inc. | ||
| By: | /s/ Brett Atkins | |
| Brett Atkins | ||
| General Counsel | ||
| Date: May 26, 2022 | ||