Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of 23andMe Holding Co. (the “Company”) held on September 6, 2023 (the “Effective Date”) the Company’s stockholders approved the 23andMe Holding Co. Amended and Restated 2021 Incentive Equity Plan (the “A&R Plan”). The terms of the A&R Plan replace the existing terms of the 23andMe Holding Co. 2021 Incentive Equity Plan (the “2021 Plan”), and awards made under the A&R Plan will be made consistent with its terms as amended. The A&R Plan is a long-term incentive plan, pursuant to which awards may be granted to employees, non-employee directors, and certain consultants and advisors of the Company and its subsidiaries, including stock options (including non-statutory stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The A&R Plan was adopted to, among other things, (i) increase the number of shares authorized for issuance thereunder by 75,000,000 shares of Class A common stock of the Company, (ii) revise Section 4(a) thereof to increase the percentage of shares that may automatically be added on an annual basis to the number of authorized shares thereunder from 3% to 5%, (iii) revise Section 4(d) thereof to increase the individual annual compensation limit for non-employee directors from $300,000 to $400,000 and to provide that the limit applies on a fiscal-year basis, (iv) revise what constitutes a change of control of the Company, (v) add additional performance measures, and (vi) implement certain other modifications and clarifications as set forth in the A&R Plan. The maximum aggregate number of additional shares of Class A common stock that may be issued under the A&R Plan with respect to awards granted on or after the Effective Date is the sum of (i) 75,000,000 shares of Class A common stock, (ii) any shares of Class A common stock that remain available for awards under the 2021 Plan as of the Effective Date, and (iii) any shares of Class A common stock subject to outstanding awards under the 2021 Plan as of the Effective Date that are payable in shares and that expire, are forfeited, or are otherwise terminated without having been exercised, vested, or settled in full, or are paid in cash, as applicable, on or after the Effective Date, subject to adjustment as described in the A&R Plan. No awards may be granted under the A&R Plan after September 6, 2033. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the A&R Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Compensation Committee of the Company’s Board of Directors (the “Board”).
This summary of the A&R Plan is qualified in its entirety by reference to the full text of the A&R Plan, which was filed as Annex A to the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 26, 2023 and in the revised definitive proxy statements filed by the Company with the SEC on July 27, 2023 and August 4, 2023 (collectively, the “Proxy Statement”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting.
Proposal 1 – Election of Directors. All three Class II director nominees, Neal Mohan, Valerie Montgomery Rice, and Richard Scheller, were elected to serve on the Board as Class II directors until the Company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based on the following votes:
| | | | | | |
Director Nominee | | For | | Withhold | | Broker Non-Votes |
Neal Mohan | | 1,661,102,655 | | 52,220,379 | | 86,384,030 |
Valerie Montgomery Rice | | 1,673,524,789 | | 39,798,245 | | 86,384,030 |
Richard Scheller | | 1,691,653,220 | | 21,669,814 | | 86,384,030 |
Proposal 2 – Say-on-Pay Vote. The Company’s stockholders voted, on a non-binding, advisory basis, to approve the fiscal 2023 compensation of the Company’s named executive officers, based on the following votes:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 1,706,182,760 | | 6,677,740 | | 462,534 | | 86,384,030 |
