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): May 25, 2022

Natera, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37478

01-0894487

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

13011 McCallen Pass
Building A, Suite 100

Austin, TX 78753

(Address of principal executive offices, including zip code)

(650) 249-9090

(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 (see General Instruction A.2):

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, par value $0.0001 per share

NTRA

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 May 25, 2022, Natera, Inc. (“Natera”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, Natera’s stockholders voted on three proposals, each of which is described in more detail in Natera’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 13, 2022.

Only stockholders of record as of the close of business on April 1, 2022, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 96,245,366 shares of Natera’s common stock were outstanding and entitled to vote at the Annual Meeting. The holders of a total of 86,088,075 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of common stock of Natera was entitled to one vote for each share of common stock held as of the close of business on the record date.

The tabulation of the stockholders’ votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of three directors to serve as Class I directors until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified:

Name	For	Withheld
Roy Baynes	52,019,158	24,492,177
James Healy	29,086,743	47,424,592
Gail Marcus	37,282,669	39,228,666

Proposal 2: The ratification of the appointment of Ernst & Young LLP as Natera’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

For		Against		Abstentions		Broker Non-Votes
85,806,389		132,350		149,336		0

Proposal 3: The advisory vote on the compensation of Natera’s named executive officers:

For		Against		Abstentions		Broker Non-Votes
39,574,100		36,870,671		66,564		9,576,740

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Natera, Inc.

	By:	/s/ Michael Brophy
		Michael Brophy
		Chief Financial Officer (Principal Financial and Accounting Officer)

Dated: June 1, 2022

Natera Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders