8-K

Date: May 18, 2021

BERKELEY LIGHTS, INC.

/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 14, 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 5.07. Submission of Matters to a Vote Security Holders.

On May 14, 2021, Berkeley Lights, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) virtually via the Internet. Only stockholders of record at the close of business on March 23, 2021, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 66,278,213 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 36,702,406 shares of the Company’s common stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 1, 2021.

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the Class I director nominees below to the Company’s Board of Directors (the “Board”) to hold office until the 2024 Annual Meeting of Stockholders or until their successors are elected.


Class I Director Nominees	Votes For		Votes Withheld		Broker Non-Votes
Gregory Lucier		25,683,422		3,623,713		7,386,271
Elizabeth Nelson		20,154,333		9,161,802		7,386,271

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection, by the Audit Committee of the Board, of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.


Votes For	Votes Against	Abstentions	Broker Non-Votes
35,811,628	96,886	793,892	0

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.

Berkeley Lights, Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders