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 18, 2024
Bionano Genomics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38613 | 26-1756290 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
9540 Towne Centre Drive, Suite 100 San Diego, California | 92121 | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (858) 888-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.0001 par value per share | BNGO | The Nasdaq Stock Market, LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2024, Bionano Genomics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 22, 2024, the record date for the Annual Meeting (the “Record Date”), 66,856,804 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
A total of 30,047,684 shares of the Company’s common stock were present at the Annual Meeting in person, by virtual attendance, or by proxy, which represents approximately 44.94% of the shares of the Company’s common stock outstanding as of the Record Date.
Proposal 1. Election of Directors.
The Company’s stockholders elected the three persons listed below as Class III Directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Christopher Twomey | 10,442,715 | 1,480,283 | 18,124,686 | |||||||||||||||||
| Yvonne Linney, Ph.D. | 10,682,829 | 1,240,169 | 18,124,686 | |||||||||||||||||
| Aleksander Rajkovic, M.D., Ph.D. | 10,810,303 | 1,112,695 | 18,124,686 | |||||||||||||||||
Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 9,508,999 | 1,771,611 | 642,388 | 18,124,686 | |||||||||||||||||
Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 26,950,772 | 2,788,563 | 308,349 | |||||||||||||||
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 hereunto duly authorized.
| Bionano Genomics, Inc. | ||||||||||||||
| Date: June 21, 2024 | By: | /s/ R. Erik Holmlin, Ph.D. | ||||||||||||
| R. Erik Holmlin, Ph.D. | ||||||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||