8-K

BERKELEY LIGHTS, INC.

Date: May 11, 2021

/s/ Stuart Merkadeau

Stuart Merkadeau

General Counsel

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

May 7, 2021

Date of Report (Date of earliest event reported)

Berkeley Lights, Inc.

(Exact name of registrant as specified in its charter)

Delaware

35-2415390

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

001-39388

(Commission File Number)

5858 Horton Street, Suite 320

Emeryville, California 94608

(Address of principal executive offices, including zip code)

(510) 858-2855

(Registrant’s telephone number, including area code)

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 each exchange

on which registered

Common stock, $0.00005 par value

BLI

The Nasdaq Global Select Market

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 ☒

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 9, 2021, the Board of Directors (the “Board”) of Berkeley Lights, Inc. (the “Company”) appointed John Chiminski to the Board as a Class III director, effective as of May 14, 2021, to serve for a term expiring at the Company’s 2023 annual meeting of stockholders. Mr. Chiminski fills the seat created by the resignation of Michael Marks, who notified the Board on May 7, 2021 of his intention to retire from the Board effective as of May 14, 2021. The Board also appointed Mr. Chiminski to serve as the Chairperson of the Nominating and Corporate Governance Committee of the Board. Effective upon Mr. Marks’ retirement, the Board also appointed Greg Lucier to serve as the Chairperson of the Board.

As provided in the Company’s Non-Employee Director Compensation Program, as amended (the “Director Compensation Program”), Mr. Chiminski will receive an annual cash retainer of $40,000 per year and additional annual retainers for committee service as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2021 (the “2021 Proxy Statement”). Under the Director Compensation Program, upon the effectiveness of his appointment, Mr. Chiminski will be automatically granted an option to purchase 4,900 shares of the Company’s common stock (the “Initial Option”), as well as an award of 4,900 restricted stock units (the “Initial RSU Award”), in each case pursuant to the Company’s 2020 Incentive Award Plan (the “2020 Plan”). The Initial Option will vest in substantially equal monthly installments for three years from the date of grant, subject to continued service through each applicable vesting date. The Initial RSU Award will vest as to one-third of the restricted stock units on the first anniversary of the grant date and vest thereafter in equal quarterly installments for the following two years, subject to continued service through each applicable vesting date. In addition, following each annual meeting of the Company’s stockholders, Mr. Chiminski will automatically be granted an option to purchase 4,900 shares of the Company’s common stock (the “Annual Option”), as well as an award of 1,400 restricted stock units (the “Annual RSU Award”), in each case pursuant to the 2020 Plan. Each Annual Option and Annual RSU Award will vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting, subject to continued service through such date. The exercise price per share of the Initial Option and each Annual Option will equal to the fair market value of a share of the Company’s common stock on the grant date, and all annual and initial awards will vest in full upon the consummation of a Change in Control (as defined in the 2020 Plan). The Company also entered into the Company’s standard indemnification agreement with Mr. Chiminski. Please see the descriptions of the Company’s standard indemnification agreement and the 2020 Plan contained in the 2021 Proxy Statement for additional information.

There are no arrangements or understandings between Mr. Chiminski, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Chiminski was selected as a director of the Company. Mr. Chiminski is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Marks’ resignation was voluntary and did not result from any disagreement with the Company or the Board.

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.

Berkeley Lights, Inc. filed SEC Form 8-K: Leadership Update