01—Abstract
Summary
Summary of the 8-K filed June 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Natera, Inc. reported the results of its Annual Meeting of Stockholders, held June 11, 2026.
Stockholders approved an amendment to the Amended and Restated 2015 Equity Incentive Plan that increases the shares reserved for issuance under the plan by 3.2 million shares of common stock. Officers and directors are among the persons eligible for awards under the plan. The filing refers to the Proxy Statement filed April 23, 2026 for a detailed summary of the amendment.
Of the 142,778,493 shares outstanding on the April 15, 2026 record date, 130,691,097 were present in person or by proxy, which constituted a quorum. All five proposals were voted on. Stockholders elected three Class II directors, Rowan Chapman, Herm Rosenman and Jonathan Sheena, for terms ending at the 2029 annual meeting, and one Class I director, Eric H.
Rubin, for a term ending at the 2028 annual meeting. They ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026 and approved the advisory vote on named executive officer compensation. On the frequency of future say-on-pay votes, the "One Year" option received the most votes of the choices offered.
The equity plan amendment passed, with 95,735,506 votes for and 26,861,815 against, plus 123,232 abstentions and 7,970,544 broker non-votes. The against count is the largest opposition figure in the meeting, and investors may watch it as a signal of stockholder sentiment toward the increased share reserve.
02—Key points
Key Highlights
- Stockholders approved an amendment increasing shares reserved under the Amended and Restated 2015 Equity Incentive Plan by 3.2 million shares of common stock.
- The Annual Meeting was held June 11, 2026, with 130,691,097 of 142,778,493 outstanding shares (as of the April 15, 2026 record date) present, constituting a quorum.
- Eric H. Rubin was elected as a Class I director with 120,601,658 votes for and 2,118,895 withheld; Rowan Chapman, Herm Rosenman and Jonathan Sheena were elected as Class II directors.
- Ernst & Young LLP was ratified as independent registered public accounting firm for fiscal year ending December 31, 2026, with 129,786,351 votes for and 848,088 against.
- The advisory say-on-pay proposal passed with 119,883,700 votes for and 2,492,978 against.
- For the frequency of future advisory compensation votes, "One Year" received 121,647,012 votes, versus 36,823 for two years and 972,982 for three years.
- The equity plan amendment received 95,735,506 votes for and 26,861,815 against, the largest opposition count among the proposals.
03—Questions
Frequently Asked Questions
How many additional shares can be issued under the amended equity incentive plan?
The amendment increases the shares reserved for issuance under the Amended and Restated 2015 Equity Incentive Plan by 3.2 million shares of the Company's common stock.
Who is eligible to receive awards under the amended plan?
According to the filing, the Company's officers and directors are among the persons eligible to receive awards under the Amended and Restated 2015 Plan, in accordance with its terms and conditions.
Did stockholders approve the equity plan amendment and how much opposition was there?
Yes, the amendment was approved. The tabulation shows 95,735,506 votes for, 26,861,815 against, 123,232 abstentions and 7,970,544 broker non-votes.
How did stockholders vote on how often to hold say-on-pay votes?
The "One Year" option received 121,647,012 votes, compared with 36,823 for "Two Years," 972,982 for "Three Years" and 63,736 abstentions.
Where can investors find more detail on the amendment and the other proposals?
The filing states that a detailed summary of the amendment is set forth in Proposal No. 5 of the Definitive Proxy Statement on Schedule 14A filed April 23, 2026. The full plan text is filed as Exhibit 10.1 to this Form 8-K.
04—Continue