Sera Prognostics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SERA
Medical Specialities
Health Care
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
Date of Report (Date of earliest event reported): June 6, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (801 ) 990-0520
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2024, Sera Prognostics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast on the Internet. Of the 31,672,965 shares of Class A common stock, par value $0.0001 per share, issued and outstanding and eligible to vote as of the record date of April 10, 2024, a quorum of 20,402,055 shares, or 64.4% of the eligible shares, was present at the meeting or represented by proxy.
At the Annual Meeting, the stockholders: (1) elected each of Gregory C. Critchfield, M.D., M.S., Zhenya Lindgardt, and Joshua Phillips, to the Company’s Board of Directors as a Class III director for a term of three years to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal (“Election of Directors”); and (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Auditor Ratification”). A more complete description of each of these matters is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2024.
The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.
1. Election of Directors
| Nominee | Shares Voted For | Shares Voted to Withhold Authority | Broker Non-votes | |||||||||||||||||
| Gregory C. Critchfield, M.D., M.S. | 11,383,614 | 622,052 | 8,396,389 | |||||||||||||||||
| Zhenya Lindgardt | 9,379,452 | 2,626,214 | 8,396,389 | |||||||||||||||||
| Joshua Phillips | 11,492,162 | 513,504 | 8,396,389 | |||||||||||||||||
2. Auditor Ratification
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-votes | |||||||||||||||||
| 20,391,485 | 226 | 10,344 | — | |||||||||||||||||
SIGNATURES
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 thereunto duly authorized.
| SERA PROGNOSTICS, INC. | ||||||||
| By: | /s/ Austin Aerts | |||||||
| Austin Aerts | ||||||||
| Chief Financial Officer | ||||||||
Date: June 6, 2024