8-K
filed June 14, 2023, 7:59 PM ET
ticker SERA
CIK 0001534969
other
confidence high
sentiment neutral
materiality 0.20
Sera Prognostics shareholders approve officer exculpation, re-elect directors, ratify auditor at 2023 annual meeting
SERA PROGNOSTICS, INC.
- Shareholders elected Kim Kamdar, Sandra Lawrence, and Ryan Trimble as Class II directors; each received >17M votes for.
- Ratified Ernst & Young as independent auditor for FY 2023 with 20M votes for, only 50 against.
- Approved amendment to certificate of incorporation to permit officer exculpation for breach of fiduciary duty of care; effective June 9, 2023.
- Quorum of 21,837,079 shares (73.66%) present at the meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SERA PROGNOSTICS, INC.: Amendment to certificate of incorporation to add a new paragraph THIRTEENTH permitting exculpation of officers for breaches of fiduciary duty of care (effective 2023-06-09).
- Change
- charter amendment
- Effective
- 2023-06-09
Exact text from the filing
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described in Item 5.07 of this Current Report on Form 8-K (the “Report”), Sera Prognostics, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) on June 8, 2023, at which the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to add a new paragraph THIRTEENTH to the Certificate of Incorporation to permit exculpation of officers of the Company for breaches of the fiduciary duty of care to the extent permitted by recent amendments to the Delaware General Corporation Law (the “Amendment”). The Amendment is described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2023 (the “Proxy Statement”) . The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SERA PROGNOSTICS, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
2. Auditor Ratification Shares Voted For Shares Voted Against Shares Abstaining Broker Non-votes 20,030,629 50 1,806,400 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SERA PROGNOSTICS, INC. shareholders approved Election of Class II directors at the 2023-06-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
On June 8, 2023, the Company held the Annual Meeting via live audio webcast on the Internet.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SERA PROGNOSTICS, INC. shareholders approved Approval of amendment to certificate of incorporation to add officer exculpation provision at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
3. Amendment to Certificate of Incorporation Shares Voted For Shares Voted Against Shares Abstaining Broker Non-votes 17,538,625 1,838,192 65,803 2,394,459
View on SEC.gov
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