UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On June 15, 2022, Seer, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Present at the meeting in person or by proxy were holders of the Company's Class A and Class B common stock, representing 81,010,611, or approximately 81.9%, of the 98,935,780 eligible votes, constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
1.To elect three Class II directors to serve until the 2025 Annual Meeting of stockholders or until their respective successors are duly elected and qualified;
2.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and
3.A non-binding, advisory vote on frequency of advisory votes on executive compensation.
Proposal One – Election of Directors
The table below presents the voting results of the election of the three Class II directors to the Company’s Board of Directors by the Company’s stockholders:
| Nominee | Votes For | Votes Withheld | Percent of Voted | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||||
| Robert S. Langer Sc.D. | 63,252,395 | 13,786,108 | 82.1 | % | 3,972,108 | |||||||||||||||||||||||||||||||||||||||||||||
| Rachel Haurwitz Ph.D. | 76,897,910 | 140,593 | 99.8 | % | 3,972,108 | |||||||||||||||||||||||||||||||||||||||||||||
| Dipchand (Deep) Nishar | 75,642,034 | 1,396,469 | 98.2 | % | 3,972,108 | |||||||||||||||||||||||||||||||||||||||||||||
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||
| 81,003,353 | 2,252 | 5,006 | — | ||||||||||||||||||||||||||||||||||||||||||||
Proposal Three – Non-binding, Advisory Vote on Frequency of Advisory Votes on Executive Compensation
The Company’s stockholders elected to approve, on a non-binding advisory basis, the frequency of future stockholder advisory votes on the compensation Company’s named executive officers. The voting results were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24,429,117 | 4,389,871 | 48,204,382 | — | 3,987,241 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
The frequency of three years received the highest number of votes cast by stockholders at the Annual Meeting. Based on the recommendation of the board of directors of the Company in the proxy statement for the Annual Meeting and these advisory vote results, the Company will hold future Say-on-Pay votes every three years until the next required non-binding advisory vote on the frequency of Say-on-Pay votes, which is required to occur no later than the Company’s 2028 Annual Meeting of Stockholders.
| ITEM 9.01 | Financial Statements and Exhibits | ||||||||||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Description | ||||||||||||||||||||||||||||||||||||||||||||||
104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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 hereunto duly authorized.
SEER, INC. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Date: June 17, 2022 | By: | /s/ David Horn | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| David Horn | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||