Natera Inc. Files Proxy Statement Supplement

TL;DR

Natera filed proxy docs for June 12th meeting - shareholders vote soon.

AI Summary

Natera, Inc. filed a Definitive Proxy Statement (DEFA14A) on June 5, 2024, supplementing its proxy materials for the Annual Meeting of Stockholders scheduled for June 12, 2024. This filing provides additional information to shareholders regarding the upcoming meeting.

Why It Matters

This filing informs shareholders about important details and proposals to be discussed and voted on at the upcoming annual meeting, impacting their rights and the company's future direction.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information to shareholders, not indicating any immediate financial or operational risks.

Key Players & Entities

• Natera, Inc. (company) — Registrant
• 0001104659-24-068731 (filing_id) — Accession Number
• June 12, 2024 (date) — Annual Meeting Date
• June 5, 2024 (date) — Filing Date
• April 24, 2024 (date) — Previous Filing Date Mentioned

FAQ

Filing Documents

• tm2416555d1_defa14a.htm (DEFA14A) — 23KB
• tm2416555d1_defa14aimg001.jpg (GRAPHIC) — 6KB
• 0001104659-24-068731.txt ( ) — 32KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 NATERA, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2024 June 5, 2024 Explanatory Note On April 24, 2024, Natera, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) for its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held virtually on Wednesday, June 12, 2024, at 9:30 a.m. Pacific Time. The meeting will be held as a virtual meeting, which will be conducted via live webcast. This supplement (this “Supplement”) to the Proxy Statement amends and supplements the Proxy Statement as filed and should be read in conjunction with the Proxy Statement. The purpose of this Supplement is to provide updated information about the terms of the Company’s Amended and Restated 2015 Equity Incentive Plan (as amended and restated, the “Amended Plan”), which stockholders have been asked to approve as Proposal Four in the Proxy Statement. Specifically, the Amended Plan has been further amended to clarify that the Company may not execute a cash buyout of an underwater option or stock appreciation right, and that any type of repricing is prohibited, in either case without stockholder approval. Article 5.6 of the Amended Plan was intended to prohibit any action that would be considered a repricing under Nasdaq Stock Market rules, including the cash buyout of an underwater option. Similarly, Article 6.7 of the Amended Plan was intended to prohibit the same actions with respect to an underwater stock appreciation right granted under the Amended Plan. To clarify the intent of the Amended Plan, the Company has made further amendments to the Amended Plan (collectively, the “Plan Amendments”) after the release of the Proxy Statement as follows: Revised Article 5.6 and Article 6.7 to solely address modifications or assumptions of options and stock appreciation rights granted under the Amended Plan; and Revised Article 5.7 and created a new Article 6.8 to further clarify that the Amended Plan does not permit, without the approval of the Company’s stockholders, repricings or cash buyouts of underwater options or underwater stock appreciation rights granted under the Amended Plan. As a result of the Plan Amendments, this Supplement supplements and updates the disclosures in the Proxy Statement as follows: In Appendix A, Article 5.6 of the Amended Plan on page 99 of the Proxy Statement is deleted in its entirety and replaced with the following: “ 5.6 Modification or Assumption of Options. Within the limitations of the Plan, the Administrator may modify, extend or assume outstanding options. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair his or her rights or obligations under such Option.” In Appendix A, Article 5.7 of the Amended Plan on page 99 of the Proxy Statement is deleted in its entirety and replaced with the following: “ 5.7 No Repricings or Cash Buyouts . Notwithstanding anything in this Plan to the contrary, neither the Administrator nor any other person may, without the approval of the stockholders of the Company, (a) decrease the exercise price for any outstanding Option after the date of grant, (b) cancel, buyout or allow an Optionee to surrender an outstanding Option to the Company in exchange for cash or as consideration for the grant of a new Award if the exercise price of such Option exceeds the Fair Market Value of a Common Share on the date of such cancellation, buyout or surrender, or (c) take any other action with respect to an Option that would be treated as a repricing under GAAP or under the rules and regulations of the NASDAQ Stock Market (or such other principal U.S. national securities exchange on which the Common Shares are traded), in each case, other than in connection with the provisions set forth in Article 9.” In Appendix A, Article 6.7 of the Amended Plan on page 100 of the Proxy Statement is deleted in its entirety and replaced with the following: “ 6.7 Modi

View Full Filing

View this DEFA14A filing on SEC EDGAR