---
schema_version: "secwatch.filing_event.v1"
accession: "0001604821-26-000003"
form_type: "8-K"
ticker: "NTRA"
cik: "0001604821"
company_name: "Natera, Inc."
filed_at: "2026-06-16T20:06:47+00:00"
generated_at: "2026-06-16T20:09:27.142107+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Natera stockholders approve 3.2M share increase to 2015 equity plan

## Summary
- Stockholders approved amendment to 2015 Equity Incentive Plan, adding 3.2M common shares.
- Four directors elected: Rowan Chapman, Herm Rosenman, Jonathan Sheena (Class II), and Eric H. Rubin (Class I).
- Ernst & Young ratified as independent auditor for FY2026 with 129.8M votes for.
- Say-on-pay proposal approved with 119.9M votes for; frequency set at one year.
- All proposals passed; quorum of 130.7M shares present.

## SEC filing metadata
- accession: 0001604821-26-000003
- form_type: 8-K
- ticker: NTRA
- cik: 0001604821
- company_name: Natera, Inc.
- filed_at: 2026-06-16T20:06:47+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1604821/000160482126000003/0001604821-26-000003-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1604821/000160482126000003/ntra-20260611.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001604821-26-000003
- JSON: https://secwatch.observer/filing/0001604821-26-000003.json
- Plain text: https://secwatch.observer/filing/0001604821-26-000003.txt

## Key facts
- Shareholder Votes
  Natera, Inc. shareholders approved Advisory vote on the compensation of the Company’s named executive officers at the 2026-06-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: Proposal 3 : The advisory vote on the compensation of the Company’s named executive officers: For Against Abstentions Broker Non-Votes 119,883,700 2,492,978 343,875 7,970,544
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604821/000160482126000003/0001604821-26-000003-index.htm
- Shareholder Votes
  Natera, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-06-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: Proposal 2 : The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: For Against Abstentions Broker Non-Votes 129,786,351 848,088 56,658 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604821/000160482126000003/0001604821-26-000003-index.htm
- Shareholder Votes
  Natera, Inc. shareholders approved Advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers at the 2026-06-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: Proposal 4 : The advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers: One Year Two Years Three Years Abstain 121,647,012 36,823 972,982 63,736
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604821/000160482126000003/0001604821-26-000003-index.htm
- Shareholder Votes
  Natera, Inc. shareholders approved Approval of an amendment to the Amended and Restated 2015 Equity Incentive Plan at the 2026-06-11 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: Proposal 5 : The approval of an amendment to the Amended and Restated 2015 Equity Incentive Plan: For Against Abstentions Broker Non-Votes 95,735,506 26,861,815 123,232 7,970,544
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604821/000160482126000003/0001604821-26-000003-index.htm
- Shareholder Votes
  Natera, Inc. shareholders approved Election of three Class II directors to serve until the 2029 annual meeting and one Class I director to serve until the 2028 annual meeting at the 2026-06-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: Proposal 1 : The election of three directors to serve as Class II directors until the 2029 annual meeting of stockholders, and the election of one director to serve as a Class I director until the 2028 annual meeting of stockholders, or until his or her successor is duly elected and qualified: Name of Class II Nominee For Withheld Broker Non-Votes Rowan Chapman 106,832,026 15,888,527 7,970,544 Herm Rosenman 103,920,050 18,800,503 7,970,544 Jonathan Sheena 106,940,124 15,780,429 7,970,544 Name of Class I Nominee For Withheld Broker Non-Votes Eric H. Rubin 120,601,658 2,118,895 7,970,544
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604821/000160482126000003/0001604821-26-000003-index.htm

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