UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

____________________________ 

PhenomeX Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person (s)Person(s) Filing Proxy Statement, if other than the Registrant)

Berkeley Lights,PhenomeX Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

These proposals are more fully described in the Proxy Statement following this Notice.Notice of Internet Availability of Proxy Materials (“Notice”).

Our board of directors recommends that you vote (i) FOR the election of the respective nominees for Class IIII directors named in the Proxy Statement to serve as directors of the Company andCompany; (ii) FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2023; and (iii) FOR the approval, on an advisory basis, of the compensation of our named executive officers. You will be able to attend the meeting, submit your questions during the meeting and vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/BLI2021.CELL2023.

Our board of directors has fixed the close of business on March 23, 202130, 2023 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the 20212023 Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the 20212023 Annual Meeting.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 14, 2021

The Securities and Exchange Commission has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

Our 20212023 Annual Meeting will be held on Friday,Thursday, May 14, 2021,25, 2023, at 8:45 a.m.1:30 p.m. PDT. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the 20212023 Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BLI2021.CELL2023. In order to vote or submit a question during the 20212023 Annual Meeting, you will need to follow the instructions posted at www.proxyvote.com and will need the control number included onin your Notice or proxy card.Notice. If you do not have a control number,

you will be able to listen to the meeting only. Youonly, and you will not be able to vote or submit your questions during the meeting.

Our board of directors is providing these proxy materials to you in connection with the solicitation by our board of directors of proxies for use at our 20212023 Annual Meeting, which will take place on May 14, 2021.25, 2023. Stockholders are invited to attend the 20212023 Annual Meeting and are requested to vote on the proposals described in this proxy statement (“Proxy Statement.Statement”).

All stockholders will have the ability to access the proxy materials via the Internet, including this Proxy Statement and our Annual Reportannual report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual2022 (“Annual Report”), as filed with the U.S. Securities and Exchange Commission (the “SEC”(“SEC”) on March 12, 2021.February 23, 2023. The Notice includes information on how to access the proxy materials, how to submit your vote over the Internet, by phone or by mail, as well as how to request a paper copy of the proxy materials. This Proxy Statement and the Annual Report are available at www.proxyvote.com.

At our 20212023 Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this proxy statement,Proxy Statement, consisting of 1) the election of Class IIII directors; 2) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;2023; 3) the approval, on an advisory basis, of the compensation of our named executive officers; and 3) any4) such other matters thatas may properly come before the meeting.meeting or any adjournment or postponement thereof.

Only holders of our common stock as of the close of business on March 23, 2021,30, 2023, the record date, are entitled to receive notice of and to vote at the 20212023 Annual Meeting. In deciding all matters at the 20212023 Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock owned as of the record date. We do not have cumulative voting rights for the election of directors. As of the record date, there were 66,278,21398,744,915 shares of our common stock outstanding and entitled to vote. We do not have any outstanding shares of preferred stock. A list of stockholders entitled to vote at the meeting will be available for examination during the meeting to any stockholder for any purpose germane to the meeting.

If, at the close of business on March 23, 2021,30, 2023, your shares of common stock were registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent, then you are a stockholder of record. As a stockholder of record, you may vote online at the 20212023 Annual Meeting or vote by proxy by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the preaddressed, postage paid envelope provided to you, or by submitting a proxy over the Internet or by telephone by following the instructions on the Notice. You may access instructions set forth in the Notice, proxy card.

If your shares of common stock are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares and you have the right to instruct your broker, bank or other nominee, who is considered the stockholder of record for the purposes of voting at the 20212023 Annual Meeting, on how to vote the shares in your account. Your broker, bank or nominee will send you a voting instruction form for you to use to direct how your shares should be voted.

Brokers or other nominees who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the election of directors or for any matter that the SEC determines to be a “significant matter” without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker holds your common stock in “street name,” your broker is not entitled to vote your shares on “non-routine” proposals (i.e., of the proposals to be considered at the 20212023 Annual Meeting, the election of directors)directors and “say-on-pay” votes) without your instructions and will only vote your shares on such proposals if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this proxy statement.Proxy Statement. Broker “non-votes”

“non-votes” are not included in the tabulation of voting results for “non-routine” proposals for purposes of determining whether such proposals have been approved.

The inspector of election for the 20212023 Annual Meeting shall determine the number of shares of common stock represented at the meeting, the existence of a quorum and the validity and effect of proxies and shall count and tabulate ballots and votes and determine the results thereof.

As more fully discussed under the section titled “Matters to Come Before the 20212023 Annual Meeting,” our board of directors recommends a votevote; FOR the election of the respective nominees for the Class IIII directors named in this proxy statement andProxy Statement; FOR the ratification of the appointment of KPMG LLP.LLP; and FOR the approval, on an advisory basis, of the compensation of our named executive officers.

You may vote by following the instructions set forth in theyour Notice or on your proxy card or, if you are a street name holder (that is, if you hold your shares through a bank, broker or other holder of record), you must vote in accordance with the voting instruction form provided by your bank, broker or other holder of record. You may access the Notice, proxy materials and our annual reportAnnual Report to stockholders at www.proxyvote.com. If you are a street name holder, the availability of telephone or internetInternet voting will depend upon your bank’s, broker’s or other holder of record’s voting process.

Yes. The giving of a proxy does not eliminate the right to vote at the 20212023 Annual Meeting should any stockholder giving the proxy so desire. Stockholders have an unconditional right to revoke their proxy at any time prior to the exercise of that proxy, by voting at the 20212023 Annual Meeting, by filing a written revocation or duly executed proxy bearing a later date with our Corporate Secretary at our headquarters. Note that if your shares of our common stock are held in street name through a broker, bank, or other nominee, you should contact the record holder of your shares regarding how to revoke your proxy or change your vote.

The 20212023 Annual Meeting will be held entirely online due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our partners, employees and stockholders.online. Stockholders as of March 23, 202130, 2023 will be able to attend and participate in the 2023 Annual Meeting online by accessing www.virtualshareholdermeeting.com/BLI2021.CELL2023. To join the 20212023 Annual Meeting, you will need to have your control number which is included on your Notice and your proxy card.

Even if you plan to attend the 20212023 Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the 20212023 Annual Meeting.

As part of theAt our 2023 Annual Meeting, we will not hold a short live question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting’s Rules of Conduct that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. In order to promote fairness, efficient use of the Company’s resources and in order to ensure all stockholders are responded to, we will respond to up to two (2) questions from a single stockholder.

The Annual Meeting’s Rules of Conduct will be posted on the InvestorInvestors Relations section of the Company'sCompany’s website approximately two weeks prior to the day of the 20212023 Annual Meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Berkeley Lights,PhenomeX Inc. (“Company”) or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only one copy of our Notice, of Internet Availability of Proxy Materials, and for those stockholders that receivedrequested a paper copy of our proxy materials in the mail, one copy of our annual report to stockholdersAnnual Report and this proxy statement,Proxy Statement, to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they receivedrequested a paper copy of proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and annual reportAnnual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report,Annual Report, you may contact us as follows:

Berkeley Lights,PhenomeX Inc.

5858 Horton Street, Suite 320

Emeryville, CA 94608

(510) 858-2855

Preliminary voting results will be announced at the 20212023 Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the 20212023 Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of an offering.directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation & leadership development committee and nominating and& corporate governance committeescommittee (if any) be independent. Audit committee members and compensation & leadership development committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act.Act of 1934, as amended (“Exchange Act”). Under the rules of Nasdaq, a director will only qualify as an “independent director” only if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation & leadership development committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation & leadership development committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of our continuing directors, other than Drs. Hobbs and Rothman,Dr. Kadia, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined“independent” under the applicable rules and regulations of the listing requirements and rules of the Nasdaq Global Select Market.Nasdaq. Dr. HobbsKadia is not considered independent because he is an employee of Berkeley Lights. Dr. Rothman is not considered independent because he received compensation in excess of $120,000 during eachthe CEO of the preceding three years pursuant to our strategic/scientific advisor consulting agreement with him.Company.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our companyCompany and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” There are no family relationships among any of our executive officers or directors.

Our board of directors is currently chaired by Michael Marks.Greg Lucier. As a general policy, our board of directors believes that separation of the positions of chairmanchairperson of our board of directors and Chief Executive OfficerCEO reinforces the independence of our board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our board of directors as a whole. As such, Eric HobbsSiddhartha Kadia serves as our Chief Executive OfficerCEO while Michael MarksGreg Lucier serves as the chairmanchairperson of our board of directors but is not an officer. We currently expect and intend the positions of chairmanchairperson (or chairperson) of our board of directors and Chief Executive OfficerCEO to continue to be held by separate individuals in the future.

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including litigation risks and operational risks. The compensation & leadership development committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and& corporate governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through discussions from committee members about such risks. Our board of directors believes its administration of its risk oversight function has not negatively affected the board of directors’ leadership structure.

During 2020,2022, our board of directors held seveneight meetings (including regularly scheduled and special meetings) and acted by written consent on four occasions,, conducted periodic update calls, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. It is the policy of our board of directors to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend.

The responsibilities of our compensation & leadership development committee include:

Nominating and Corporate Governance Committee

Our nominating and& corporate governance committee consists of Mr. Chiminski, Dr. Khandros, Mr. LucierHopfield and Mr. Moritz.Ms. Nelson. The chair of our nominating and& corporate governance committee is Mr. Lucier.Chiminski. Each member of our nominating and& corporate governance committee is independent within the meaning of the applicable listing standards, is a non-employee director, and is free from any relationship that would interfere with the exercise of his or her independent judgment. During 2020,2022, our nominating and& corporate governance committee held twofive meetings.

The responsibilities of our nominating and& corporate governance committee include:

It is the policy of the nominating and& corporate governance committee of our board of directors to consider recommendations for candidates to our board of directors from stockholders. The nominating and& corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and& corporate governance committee from other sources. The nominating and& corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. In the future, the nominating and& corporate governance committee may pay fees to third parties to assist in identifying or evaluating director candidates.

The nominating and& corporate governance committee seeks to identify as candidates for director persons with a reputation for and record of integrity and good business judgment. The nominating and& corporate governance committee considers the nature of the expertise and experience required for the performance of the duties of a director of the Company, and such matters as the candidate’s relevant business and industry experience, professional background, age, current employment, community service and other board service.

In addition, the nominating and& corporate governance committee shall take into account all factors it considers appropriate in recommending candidates for election to the board of directors, which may include:

Our Transaction Committee consists of Mr. Chiminski, Dr. Hopfield, Mr. Lucier and Ms. Nelson. The chair of our Transaction Committee is Mr. Chiminski. The Transaction Committee has the Company does not have a formal policy on diversity for membersauthority of the boardBoard to consider and evaluate certain strategic investments and other possible transactions. During 2022, our transaction committee held eleven meetings.

A stockholder that wants to recommend a candidate for election to the board of directors should direct the recommendation in writing by letter to Berkeley Lights,PhenomeX Inc., attention of the Corporate Secretary, at 5858 Horton Street, Suite 320, Emeryville, California 94608. The recommendation should include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and Berkeley Lights, Inc.the Company and evidence of the recommending stockholder’s ownership of our stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership, as well as personal references.

During 2020,2022, Dr. Hopfield, Dr. Kadia, Mr. Lucier Mr. Moritz and Ms. Nelson served on our compensation & leadership development committee. NoneAt the time of their respective service on the compensation & leadership development committee, none of the members of our compensation & leadership development committee is or has beenwas an officer or employee of our company. In February 2022, Dr. Kadia agreed to be considered for a role as the Company’s CEO, at which point Dr. Kadia recused himself from all compensation & leadership development committee discussions and meetings. Dr. Kadia formally stepped down from the committee prior to his appointment as CEO, which occurred on March 9, 2022. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation & leadership development committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation & leadership development committee.

Our board of directors has adopted corporate governance guidelines (“Corporate Governance Guidelines.Guidelines”). These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics (“Code of Business Conduct and EthicsEthics”) that applies to all of our employees, officers and directors, including our Chief Executive Officer,CEO, Chief Financial Officer (“CFO”) and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at https://investors.berkeleylights.com/investors.phenomex.com/ in the “Corporate Governance”“Governance” section of our Investors Relations webpage. We intend to post any amendments to our Corporate Governance Guidelines or Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.

Our board of directors believes that management speaks for Berkeley Lights, Inc.the Company. Individual board members may, from time to time, communicate with various constituencies that are involved with the Company, but it is expected that board members would do this with knowledge of management and, in most instances, only at the request of management.

In cases where stockholders and other interested parties wish to communicate directly with our non-management directors, messages can be sent to our Corporate Secretary, at 5858 Horton Street, Suite 320, Emeryville, California 94608. Our Corporate Secretary monitors these communications and will provide a summary of all received messages to the board of directors at each regularly scheduled meeting of the board of directors. Our board of directors generally meets on a quarterly basis. Where the nature of a communication warrants, our Corporate Secretary may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the board or non-management director, of independent advisors or of Company management, as our Corporate Secretary considers appropriate.

Our Corporate Secretary may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by the Company’s nominating and& corporate governance committee. This procedure does not apply to (a) communications to non-management directors from officers or directors of the Company who are stockholders,

DIRECTOR COMPENSATION

Prior to our initial public offering, which was completed in July 2020, we did not have a formal director compensation policy and did not pay our non-employee directors compensation for their services as a director, other than reimbursing them for reasonable, out-of-pocket travel expenses incurred while attending meetings of our board of directors or occasionally granting an equity award to certain of our non-employee directors upon their initial appointment to our board of directors. Following the completion of our initial public offering in July 2020, we adoptedWe maintain a non-employee director compensation program, (the “Program”), which was subsequentlymost recently amended in Februaryduring fiscal quarter ending December 31, 2021 (“Director Program”), pursuant to which each of our non-employee directors will receivereceives cash and equity compensation as follows, in addition to the reimbursement for travel and other necessary business expenses incurred in the performance of their services to us:us set forth below. The Director Program was developed with input from our independent compensation consultant, FW Cook, regarding practices and compensation levels at comparable companies. It is designed to attract, retain and reward our non-employee directors.

The exercise price per share of director optionsthe Initial Options and the Annual Options is equal to the fair market value of a share of our common stock on the grant date, and all annualInitial Grants and initial awards willAnnual Grants vest in full upon the consummation of a Change in Control (as defined in the 2020 Plan)Director Program).

MATTERS TO COME BEFORE THE 20212023 ANNUAL MEETING

PROPOSAL ONE:

Election of Directors

Our board of directors currently consists of eightnine members, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and amended and restated bylaws. Directors in Class IIII stand for election at the 20212023 Annual Meeting. The terms of office of directors in Class III and Class IIIII expire at our Annual Meetingsannual meetings of Stockholdersstockholders to be held in 20222024 and 2025, respectively.

James Rothman is not standing for re-election at the 2023 respectively. Annual Meeting and, therefore, will retire from the board of directors at the 2023 Annual Meeting. The board of directors thanks Mr. Rothman for his many contributions and his valuable insight.

(4) Dr. Hopfield is a member of our compensation & leadership development committee, nominating & corporate governance committee and transaction committee.

of Nuvasive,NuVasive, Inc., a publicly traded medical device company, from November 2018 to May 2021, and has served as a director of Catalent, Inc., a publicly-traded pharmaceutical company, since April 2015, and previously served on the boards of directors of Life Technologies Corporation from May 2003 to February 2014, of CareFusion Corporation, a publicly-traded medical device company, from August 2009 until its sale to Becton Dickinson in March 2015, and of Invuity, Inc. from October 2014 until its sale to Stryker in OctoberOctober 2018. On March 25, 2021, NuVasive announced that Mr. Lucier would be retiring from its Board of Directors effective May 18, 2021. Mr. Lucier received his B.S. in Industrial Engineering from Pennsylvania State University and his M.B.A. from Harvard Business School. We believe Mr. Lucier is qualified to serve on our board of directors due to his experience as an executive and director at medical device and life sciences companies.

of numerous private companies, including Stripe, Inc., a financial technology company, Instacart, a grocery delivery technology company, Charlotte Tilbury, a cosmetics company, GameFly, a technology company,and Klarna, a financial technology company, and Group Nine Media, a digital media company. Previously, Mr. Moritz served on the board of directors of LinkedIn Corporation, a publicly-traded professional networking company, from 2011 to June 2016 and Green Dot Corporation, a publicly-traded financial technology company, from 2003 to May 2016. Mr. Moritz received his M.A. in History from Christ Church, Oxford. We believe Mr. Moritz is qualified to serve on our board of directors due to his background in and over 25 years’ experience with the venture capital industry, providing guidance and counsel to a range of internetInternet and technology companies, and service on the boards of directors of various private and public companies.

THE BOARD OF DIRECTORS UNANIMOUSLY

PROPOSAL TWO:

Ratification of Independent Registered Public Accounting Firm

Our audit committee has appointed KPMG LLP, as our independent registered public accounting firm to audit our financial statements for our fiscal year ending December 31, 2021.2023. KPMG LLP has served as our independent registered public accounting firm since 2015.

Stockholder ratification of the appointment of KPMG LLP is not required by our bylaws or other applicable legal requirements. However, our board of directors is submitting the appointment of KPMG LLP to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of the holders of a majority in voting power of the votes cast (meaning the number of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal), such appointment will be reconsidered by our audit committee and the audit committee may reconsider whether it should appoint another independent registered public accounting firm. Even if the appointment is ratified, our audit committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 20212023 if our audit committee believes that such a change would be in the best interests of the Company and its stockholders.

We expect that representatives of KPMG LLP will attend the 20212023 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

The following table presents fees for professional audit services and other services rendered to us by KPMG LLP for our fiscal years ended December 31, 20192021 and 2020.2022:

In 2020,2022, there were no other professional services provided by KPMG LLP that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG LLP.

The ratification of the appointment of KPMG LLP requires the affirmative vote of the holders of a majority in voting power of the votes cast (meaning the number of shares voted “for” athe proposal must exceed the number of shares voted “against” such proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY

AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM UNDER PROPOSAL TWO

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”)SEC designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the audit committee of our board of directors submits the report below. The material in this report is not “soliciting material,” is not be deemed “filed” with the SEC, and is not to be incorporated by reference into any filing made by Berkeley Lights, Inc. (the “Company”)the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that the Company specifically incorporates it by reference in such filing.

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

As an “emerging growth company”a smaller reporting company, we are not required to make certain disclosures related to executive compensation, such as defined in the JOBS Act,providing a Compensation Discussion and Analysis, however we have optedelected to complyprovide our stockholders with thea description of our executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the under the Securities Act of 1933, as amended, (the “Securities Act”), which require compensation disclosure for our principal executive officerprograms, and the two most highly compensated executive officers other thandecisions made by our principal executive officer. The following Summary Compensation Table summarizescompensation & leadership development committee (which we refer to as the total compensation of“Compensation Committee” in this “Executive Compensation” section) under those programs for our named executive officers (“NEOs”) for all services rendered to the Company in all capacities for the fiscal years ending December 31, 20202022, including executive compensation tables and 2019. As an “emerging growth company,” we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.other information.

Our NEOs for the fiscal year 2020 were as follows:2022 were:

2022 annual base salaries for Dr. Hobbs, Dr. BreinlingerKadia, Mr. Joshi and Mr. Rosinack reflectChaplin were set at the increasetime of hire. No adjustments were made to Dr. Hobbs’ 2022 base salary per his Transition Agreement (which agreement is described in their annual base salaries to $530,450, $387,000 and $275,625 effective February 1, 2020, as well asfurther detail below).