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): May 17, 2023
Personalis, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38943 | 27-5411038 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
6600 Dumbarton Circle Fremont, California |
| 94555 |
(Address of Principal Executive Offices) | (Zip Code) |
(650) 752-1300
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
☐ 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 |
| PSNL |
| The Nasdaq Global Market |
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 May 17, 2023, Personalis, Inc. (the “Company”) virtually held its 2023 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were the holders of 40,755,740 shares of common stock of the Company, representing 87.13% of the 46,774,490 shares of common stock outstanding as of the close of business on March 20, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.
At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2023. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1. Stockholders elected each of the two nominees for Class I director to serve until the Company’s 2026 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:
Director Name |
| Votes For |
| Votes Withheld |
| Broker Non-Votes |
Olivia K. Bloom |
| 29,040,904 |
| 247,304 |
| 11,467,532 |
Woodrow A. Myers, Jr., M.D. |
| 25,438,086 |
| 3,850,122 |
| 11,467,532 |
Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
Votes For |
| Votes Against |
| Abstentions |
40,554,309 |
| 38,903 |
| 162,528 |
Proposal 3. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
28,615,039 |
| 475,452 |
| 197,717 |
| 11,467,532 |
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 thereunto duly authorized.
Date: May 19, 2023 | Personalis, Inc. | ||
| |||
| By: | /s/ Aaron Tachibana | |
| Aaron Tachibana | ||
| Chief Financial Officer and Chief Operating Officer | ||