false000152775300015277532024-05-172024-05-17

 

 

 

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, 2024

 

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, 2024, Personalis, Inc. (the “Company”) virtually held its 2024 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were the holders of 41,746,320 shares of common stock of the Company, representing 81.5% of the 51,209,828 shares of common stock outstanding as of the close of business on March 20, 2024, 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 2, 2024. 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 three nominees for Class II director to serve until the Company’s 2027 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified or, if sooner, until the director's death, resignation or removal. The voting results were as follows:

 

Director Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Christopher Hall

 

26,047,585

 

206,431

 

15,492,304

Lonnie Shoff

 

25,939,561

 

314,455

 

15,492,304

Kenneth J. Widder, M.D.

 

26,025,666

 

228,350

 

15,492,304

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

40,946,872

 

553,654

 

245,794

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

25,393,708

 

634,656

 

225,652

 

15,492,304

 

 

 

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 21, 2024

Personalis, Inc.

 

 

By:

/s/ Aaron Tachibana

 

Aaron Tachibana

 

Chief Financial Officer and Chief Operating Officer

 

 

v3.24.1.1.u2
Document and Entity Information
May 17, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 17, 2024
Entity Registrant Name Personalis, Inc.
Entity Central Index Key 0001527753
Entity Emerging Growth Company false
Entity File Number 001-38943
Entity Incorporation State Country Code DE
Entity Tax Identification Number 27-5411038
Entity Address, Address Line One 6600 Dumbarton Circle
Entity Address, City or Town Fremont
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94555
City Area Code 650
Local Phone Number 752-1300
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001 par value per share
Trading Symbol PSNL
Security Exchange Name NASDAQ
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