UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 9, 2022
 
Bionano Genomics, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-38613
26-1756290
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

9540 Towne Centre Drive, Suite 100
San Diego, California
 
92121
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (858) 888-7600
 
N/A
(Former name or former address, if changed since last report.)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share
 
BNGO
 
The Nasdaq Stock Market LLC
Warrants to purchase Common Stock
 
BNGOW
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On June 9, 2022, Bionano Genomics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 12, 2022, the record date for the Annual Meeting (the “Record Date”), 289,455,337 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
 
A total of 150,435,616 shares of the Company’s common stock were present at the Annual Meeting in person, by virtual attendance, or by proxy, which represents approximately 51.97% of the shares of the Company’s common stock outstanding as of the Record Date.

Proposal 1. Election of Directors.
 
The Company’s stockholders elected the three persons listed below as Class I Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:
 
Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
R. Erik Holmlin, Ph.D.
 
64,165,380
 
11,997,274
 
74,272,962
David L. Barker, Ph.D.
 
66,143,604
 
10,019,050
 
74,272,962
Vincent J. Wong, J.D., M.B.A.
 
71,364,011
 
4,798,643
 
74,272,962
 
Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.
 
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting. The final voting results are as follows:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
44,243,164
 
29,288,589
 
2,630,901
 
74,272,962
 
Proposal 3. To Indicate, on an Advisory Basis, the Preferred Frequency of Future Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers.
 
The Company’s stockholders indicated, on an advisory basis, the preferred frequency of one year for future stockholder advisory votes on the compensation of the Company’s named executive officers. In light of this result and consistent with the Company’s recommendation, the Company’s Board of Directors (the “Board”) has determined to hold future advisory votes on executive compensation every year. Under Section 14a-21(b) of the Securities Exchange Act of 1934, as amended, the Company will hold the next advisory vote on the frequency of such stockholder votes no later than its 2028 Annual Meeting of Stockholders.  The final voting results are as follows:

1 Year
 
2 Years
 
3 Years
 
Abstentions
65,130,701
 
3,031,399
 
4,575,295
 
3,425,259
 
Proposal 4. Ratification of the Selection of Independent Registered Public Accounting Firm.
 
The Company’s stockholders ratified the selection of BDO USA, LLP by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
144,242,145
 
3,644,872
 
2,548,599
 
 

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.
 

 
Bionano Genomics, Inc.
     
Date: June 10, 2021
By:
/s/ R. Erik Holmlin, Ph.D.
   
R. Erik Holmlin, Ph.D.
   
President and Chief Executive Officer
   
(Principal Executive Officer)



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