---
schema_version: "secwatch.filing_event.v1"
accession: "0001534969-23-000069"
form_type: "8-K"
ticker: "SERA"
cik: "0001534969"
company_name: "SERA PROGNOSTICS, INC."
filed_at: "2023-06-14T23:59:59+00:00"
generated_at: "2026-06-14T01:12:20.982917+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Sera Prognostics shareholders approve officer exculpation, re-elect directors, ratify auditor at 2023 annual meeting

## Summary
- 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.

## SEC filing metadata
- accession: 0001534969-23-000069
- form_type: 8-K
- ticker: SERA
- cik: 0001534969
- company_name: SERA PROGNOSTICS, INC.
- filed_at: 2023-06-14T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1534969/000153496923000069/0001534969-23-000069-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1534969/000153496923000069/sera-20230608.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001534969-23-000069
- JSON: https://secwatch.observer/filing/0001534969-23-000069.json
- Plain text: https://secwatch.observer/filing/0001534969-23-000069.txt

## Key facts
- Governance Changes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534969/000153496923000069/0001534969-23-000069-index.htm
- Shareholder Votes
  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
  source text: 2. Auditor Ratification Shares Voted For Shares Voted Against Shares Abstaining Broker Non-votes 20,030,629 50 1,806,400 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534969/000153496923000069/0001534969-23-000069-index.htm
- Shareholder Votes
  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
  source text: On June 8, 2023, the Company held the Annual Meeting via live audio webcast on the Internet.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534969/000153496923000069/0001534969-23-000069-index.htm
- Shareholder Votes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534969/000153496923000069/0001534969-23-000069-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.