Pacific Biosciences of California Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PACB
Biotechnology: Laboratory Analytical Instruments
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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 22, 2025, the board of directors (the "Board") of Pacific Biosciences of California, Inc. (the “Company”), at the recommendation of the compensation committee of the Board, approved an amendment (the “Amendment”) to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, to reserve an additional 23,000,000 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 June 4, 2025 (the “Annual Meeting”).
A more complete description of the material terms of the Amendment and 2020 Plan can be found in “Proposal 4: 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 23, 2025 (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 the Annual Meeting on June 4, 2025. Of the 300,041,319 shares of the Company’s common stock outstanding as of 5:00 p.m. (Pacific time) on April 10, 2025, the record date for the Annual Meeting, 186,123,123 shares were represented at the Annual Meeting, either by virtual attendance or by proxy, constituting approximately 62% of shares of common stock entitled to vote at the Annual Meeting. The four 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 Four Class III Directors
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| William Ericson | 104,132,466 | 24,793,642 | 809,854 | 56,387,161 | ||||||||||||||||||||||
| Kathy Ordoñez | 126,729,273 | 2,137,971 | 868,718 | 56,387,161 | ||||||||||||||||||||||
| Christopher M. Smith | 126,830,161 | 2,076,866 | 828,935 | 56,387,161 | ||||||||||||||||||||||
Each director nominee was duly elected to serve until the 2026 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 | Broker Non-Votes | |||||||||||||||||
| 162,154,849 | 22,599,739 | 1,368,535 | — | |||||||||||||||||
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, 2025.
Proposal 3: Advisory Vote on Approval of Named Executive Officer Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 78,367,531 | 50,498,020 | 870,411 | 56,387,161 | |||||||||||||||||
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Proposal 4: Approval of Amendment to the 2020 Equity Incentive Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 85,355,382 | 43,563,859 | 816,721 | 56,387,161 | |||||||||||||||||
The stockholders approved the amendment to the 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+* | |||||
| 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: June 6, 2025 | ||||||||