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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 4, 2025
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-34899 | 16-1590339 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
1305 O’Brien Drive
Menlo Park, California 94025
(Address of principal executive offices) (Zip Code)
(650) 521-8000
(Registrant’s telephone number, including area code)
(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 Instruction A.2. below):
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | PACB | | 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 o
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. o
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 22, 2025, the board of directors (the "Board") of Pacific Biosciences of California, Inc. (the “Company”), at the recommendation of the compensation committee of the Board, approved an amendment (the “Amendment”) to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, to reserve an additional 23,000,000 shares of the Company’s common stock (the “Additional Shares”) for issuance pursuant to the 2020 Plan. As described below under Item 5.07, the stockholders of the Company approved the Amendment at the annual meeting of stockholders held virtually on June 4, 2025 (the “Annual Meeting”).
A more complete description of the material terms of the Amendment and 2020 Plan can be found in “Proposal 4: Approval of Amendment to the 2020 Equity Incentive Plan” in the Company’s definitive proxy statement originally filed with the Securities and Exchange Commission (“SEC”) on April 23, 2025 (as supplemented, the “Proxy Statement”), which description is incorporated by reference herein. The foregoing descriptions and the descriptions incorporated by reference from the Proxy Statement are qualified by reference to the full text of the 2020 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference herein.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held the Annual Meeting on June 4, 2025. Of the 300,041,319 shares of the Company’s common stock outstanding as of 5:00 p.m. (Pacific time) on April 10, 2025, the record date for the Annual Meeting, 186,123,123 shares were represented at the Annual Meeting, either by virtual attendance or by proxy, constituting approximately 62% of shares of common stock entitled to vote at the Annual Meeting. The four matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below:
Proposal 1: Election of Four Class III Directors
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name of Director | | For | | Against | | Abstain | | Broker Non-Votes |
| William Ericson | | 104,132,466 | | 24,793,642 | | 809,854 | | 56,387,161 |
| Kathy Ordoñez | | 126,729,273 | | 2,137,971 | | 868,718 | | 56,387,161 |
| Christopher M. Smith | | 126,830,161 | | 2,076,866 | | 828,935 | | 56,387,161 |
Each director nominee was duly elected to serve until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal.
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 162,154,849 | | 22,599,739 | | 1,368,535 | | — |
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 3: Advisory Vote on Approval of Named Executive Officer Compensation
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 78,367,531 | | 50,498,020 | | 870,411 | | 56,387,161 |
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Proposal 4: Approval of Amendment to the 2020 Equity Incentive Plan
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 85,355,382 | | 43,563,859 | | 816,721 | | 56,387,161 |
The stockholders approved the amendment to the 2020 Plan to increase the number of shares of the Company’s common stock reserved thereunder.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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| (d) | Exhibits. |
| |
| Exhibit No. | Description |
| 10.1+* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Indicates management contract or compensatory plan.
* Filed herewith.
SIGNATURE
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.
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| Pacific Biosciences of California, Inc. |
| | |
| By: | /s/ Brett Atkins |
| | Brett Atkins |
| | General Counsel |
| Date: June 6, 2025 | | |