10x Genomics Proxy Statement Filed

TL;DR

10x Genomics filed proxy materials for their 2024 shareholder meeting.

AI Summary

10x Genomics, Inc. filed a Definitive Additional Materials proxy statement on June 6, 2024, related to their 2024 Annual Meeting of Stockholders. The filing includes an email communication sent to certain investors from Eric S. Whitaker, Chief Legal Officer, regarding the meeting.

Why It Matters

This filing provides important information for shareholders regarding the upcoming 2024 Annual Meeting of Stockholders, including communications sent to investors.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information about an upcoming shareholder meeting.

Key Players & Entities

• 10x Genomics, Inc. (company) — Registrant
• Eric S. Whitaker (person) — Chief Legal Officer
• 2024 Annual Meeting of Stockholders (event) — Subject of the filing

FAQ

Filing Documents

• txg-2024defa14a.htm (DEFA14A) — 26KB
• 0001770787-24-000038.txt ( ) — 27KB

From the Filing

Document 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 ______________________ Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Pursuant to 240.14a-12 10x Genomics, Inc. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box) x No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11 Form of email communication sent to certain investors in advance of the 2024 Annual Meeting of Stockholders From Eric S. Whitaker, Chief Legal Officer I'm contacting you again this year to support the company's proposals. One is a little unusual so I wanted to raise it to your attention. As you know, we are seeking a change to our bylaws as part of our annual meeting process. Currently, amendments to certain portions of 10x's bylaws require approval by two-thirds of shareholders in addition to Board approval. Proposal 3 would amend the bylaws to allow the Board to change 10x's bylaws without the need for a shareholder vote. This provision appears to be an artifact of our time as a private company and came to our attention when we recently considered an amendment to the bylaws to conform to the new shareholder-friendly SEC rules opening Company-sponsored proxy cards to all duly-nominated director candidates from all parties including shareholder nominated candidates (so called "universal proxy" rules). We were not able to make this change because of the supermajority shareholder requirement to amend the bylaws. Absent approval of the currently proposed bylaws amendment, such a routine, administrative matter as updating the bylaws to facilitate "universal proxy" cards would require a shareholder vote (and accompanying solicitation campaign). As you likely know, Glass Lewis supports the proposed amendment which would bring us in line with 98.1% of all Russell 3000 companies. As Glass Lewis said in its recommendation in support of our proposal In this case, we acknowledge that the governing documents of the vast majority of public companies permit their boards of directors to adopt, amend and repeal the bylaws of such companies . While we believe the board should seek shareholder ratification of bylaw amendments that significantly impact shareholder rights (and may recommend against directors if the board does not), we do not believe this caveat is sufficient grounds to deprive the board of what is generally recognized as a basic authority of a board . We note, as per Delaware law, shareholders will continue to have the right to adopt, amend or repeal the Company's bylaws through the affirmative vote of two-thirds of shares outstanding. All this being the case, we believe shareholders can reasonably support this proposal. emphasis added We have researched this issue and have identified only nine historical instances in which a public company has had a supermajority shareholder voting requirement to approve a Board-approved change to bylaws. We are an extreme outlier on this issue. We are asking for your support for the following reasons 1. It would allow 10x to flexibly and efficiently comply with changes to Delaware and other applicable law and rules. Changes to Delaware law or SEC and Nasdaq rules and regulations periodically necessitate updates to 10x's bylaws to remain in compliance. Recent examples of common changes to public company bylaws include changes related to "universal proxy" cards (discussed above), the timing and form of stockholder meeting notices, the ability to use "a captive insurer" for DO indemnification, requirements related to making stockholder lists available in connection with annual meetings, the ability to hold virtual meetings (a COVID-19 era change), forum selection clauses and proxy access. Such changes to the bylaws are all quite administrative in nature and not worthy of a shareholder vote - which is, again, why 98% of public companies delegate these matters to the Board. 2. It reduces administrative burdens on the company, saves costs, and allows management and the Board to focus on strategic matters. Seeking shareholder approval – even when a proposal has broad shareholder support – incurs meaningful financial and time commitments by 10x's Board, and management. Reducing the need for frequent shareholder votes on bylaw amendments lowers the administrative burden and costs associated with holding special meetings or including proposals in annual meetings. We have heard certain shareholder concerns and wan

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View this DEFA14A filing on SEC EDGAR