Invitae Corp false 0001501134 0001501134 2022-06-06 2022-06-06

 

 

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 6, 2022

 

 

INVITAE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36847   27-1701898

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1400 16th Street,

San Francisco, California

  94103
(Address of principal executive offices)   (Zip Code)

(415) 374-7782

(Registrant’s telephone number,

including area code)

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 obligation 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   NVTA   The New York Stock Exchange 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.

Invitae Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders on June 6, 2022. The matters voted upon at the meeting and the results of those votes are set forth below.

 

  1.

The following Class III directors were elected to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified:

 

   

For

 

Withheld

 

Broker Non-Votes

Eric Aguiar, M.D.

  102,772,596   35,291,763   46,266,627

Sean E. George, Ph.D.

  104,375,127   33,689,232   46,266,627

 

  2.

The amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 400,000,000 shares to 600,000,000 shares was approved.

 

For

 

Against

 

Abstain

   

172,583,869

  11,426,580   320,537

 

  3.

The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

131,882,075

  4,956,274   1,226,010   46,266,627

 

  4.

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.

 

For

 

Against

 

Abstain

   

183,295,101

  878,689   157,196

 

  5.

The stockholder proposal to elect each director annually was approved. The proposal is a request that the Company’s Board of Directors (the “Board”) take all the necessary steps to reorganize the Board into one class with each director subject to election each year for a one-year term. The proposal is not an approved amendment to the Company’s Amended and Restated Bylaws.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

77,197,331

  60,015,696   851,332   46,266,627

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on June 8, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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.

Dated: June 10, 2022

 

INVITAE CORPORATION
By:  

/s/ Thomas R. Brida

  Thomas R. Brida
  General Counsel
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