PacBio Announces Board Changes and Officer Appointments

Ticker: PACB · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1299130

Sentiment: neutral

Topics: governance, board-changes, officer-appointment

Related Tickers: PACB

TL;DR

PacBio board shakeup: new directors elected, officers appointed, and bylaws amended.

AI Summary

On June 18, 2024, Pacific Biosciences of California, Inc. (PacBio) announced changes to its Board of Directors, including the election of new directors and the appointment of certain officers. The company also reported on compensatory arrangements for its officers and submitted matters to a vote of security holders. Additionally, PacBio filed amendments to its articles of incorporation or bylaws.

Why It Matters

Changes in board composition and officer appointments can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board and officer changes, while common, can introduce uncertainty regarding future strategic direction and operational leadership.

Key Players & Entities

FAQ

What specific changes were made to the Board of Directors?

The filing indicates the election of new directors and the departure of certain officers, but does not list the specific names of the new directors or those who departed in this section.

Were there any changes to the company's bylaws or articles of incorporation?

Yes, the filing states that amendments to the articles of incorporation or bylaws were submitted.

What other items were reported on this Form 8-K?

The filing also covers the appointment of certain officers, compensatory arrangements of certain officers, and the submission of matters to a vote of security holders.

What is the date of the earliest event reported in this filing?

The earliest event reported is dated June 18, 2024.

What is the state of incorporation for Pacific Biosciences of California, Inc.?

The company is incorporated in Delaware.

Filing Stats: 1,404 words · 6 min read · ~5 pages · Grade level 12.7 · Accepted 2024-06-20 16:24:56

Key Financial Figures

Filing Documents

03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. As described under Item 5.07 below, at the Annual Meeting, upon the recommendation of the Board, the Company's stockholders approved the following amendments to the Company's Amended and Restated Certificate of Incorporation: Certificate of amendment to declassify the Board over a three-year period beginning at the 2025 annual meeting of stockholders (the "Declassification Amendment,"); and Certificate of amendment to limit the liability of certain officers of the Company, as permitted by Delaware law (the "Exculpation Amendment," and together with the Declassification Amendment, the "Charter Amendments"). Each of the Charter Amendments were previously approved by the Board, subject to stockholder approval. Each of the Charter Amendments were filed with the Secretary of State of the State of Delaware on June 20, 2024 and each was effective as of such date. The foregoing descriptions of the Charter Amendments are qualified in their entirety by reference to the full text of the Charter Amendments, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated by reference herein. Copies of the Charter Amendments were filed as Annex B and Annex C, respectively, to the proxy statement for the 2024 Annual Meeting filed with the SEC on April 29, 2024.

07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held the Annual Meeting on June 18, 2024. Of the 272,343,392 shares of the Company's common stock outstanding as of 5:00 p.m. (Pacific time) on April 22, 2024, the record date for the Annual Meeting, 203,478,005 shares were represented at the Annual Meeting, either by virtual attendance or by proxy, constituting approximately 75.00% of shares of common stock entitled to vote at the Annual Meeting. The seven 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 II Directors Name of Director For Against Abstain Broker Non-Votes Randy Livingston 148,986,272 14,661,085 467,711 39,362,937 David Meline 162,144,869 1,502,258 467,941 39,362,937 Marshall Mohr 144,558,382 19,055,246 501,440 39,362,937 Hannah A. Valantine, M.D. 161,569,209 2,101,918 443,941 39,362,937 Each director nominee was duly elected to serve until the 2027 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 200,217,237 2,290,771 969,997 — 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, 2024. Proposal 3: Advisory Vote on Approval of Named Executive Officer Compensation For Against Abstain Broker Non-Votes 156,288,399 6,887,156 939,513 39,362,937 The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. Proposal 4: Approval of an Increase to the Number of Shares of Common Stock Authorized for Issuance Under the 2020 Equity Incentive Plan For Against Abstain Broker Non-Votes 121,356,663 41,898,120 860,285 39,362

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description 3.1* Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pacific Biosciences of California, Inc. to declassify the Board 3.2* Certificate of Amendment to the Certificate of Incorporation of Pacific Biosciences of California, Inc. to limit the liability of officers 10.1+* Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended 10.2+* Form of Global Stock Option Agreement under the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended 10.3+* Form of Global Restricted Stock Unit Agreement under the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended 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 20, 2024

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