Document

DEF 14A 1 fldm2021proxystatement.htm DEF 14A Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

SCHEDULE 14A INFORMATION

______________________________________

PROXY STATEMENT PURSUANT TO

SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

FLUIDIGM CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 14, 2021

Dear fellow stockholders,

One year ago, we joined the global life science community in responding to an extraordinary public health challenge. Today, Fluidigm is a company transformed.

Just as the COVID-19 pandemic had a profound impact on lives and families, it affected every aspect of our business. We found ourselves at the epicenter of the response, as government and medical institutions turned to Fluidigm for virus detection and immune profiling.

Seamless execution, as well as the agility to identify and seize new opportunities, were essential from the beginning. As the pandemic upended the global health care ecosystem, we worked to reinvent Fluidigm as a unique and disruptive force in life sciences.

The global health crisis was the catalyst for the transformation of our microfluidics franchise into a durable diagnostics platform. Concurrently, we moved our mass cytometry business closer to health care decision making, with great progress in publications, clinical studies and new collaborations.

As I write this letter in spring 2021, we are executing on a strategic framework we call Vision 2025, targeting long-term growth rates in both of our franchises exceeding 20 percent. We are focusing on innovation, establishing and mobilizing beachheads to expand into new addressable markets, and seeking collaborations to deliver enhanced value for our customers.

For 2020, we made significant gains on many fronts, delivering record-breaking revenue while navigating an incredibly turbulent operating environment.

We gained traction on our molecular diagnostics and immune research strategies, expanding our customer base and driving growth in our recurring revenue sources. In addition, we strengthened our balance sheet and secured new partnerships to build new capabilities, access new markets, and create new products.

Among our key achievements:

•We saw strong demand for the Advanta™ Dx SARS-CoV-2 RT-PCR Assay for COVID-19, our extraction-free, noninvasive, saliva-based test to detect nucleic acid from the SARS-CoV-2 virus. Our COVID-19 test received Emergency Use Authorization from the FDA in August 2020. In the second half of the year, our microfluidics business experienced strong revenue growth based on the sale of 2.2 million COVID-19 tests to numerous clinical labs and large public health and academic medical centers.

•Fluidigm was awarded a contract with the National Institutes of Health (NIH) for a project under the NIH Rapid Acceleration of Diagnostics (RADx) program. The project encompasses expanding our production capacity and throughput capabilities for COVID-19 tests, with funding of up to $34.0 million upon achievement of various milestones.

•We announced the next-generation of our Biomark™ microfluidics platform, offering industry-leading advantages in speed, throughput, flexibility, and cost, with launch set for summer 2021.

•Mass cytometry moved closer to serving an essential role in health care decision making. Through January 2021, CyTOF® technology had been used in 129 clinical trials.

•At year-end, total publications and reviews involving CyTOF technology exceeded 1,380, including 88 publications and reviews for Imaging Mass Cytometry™ and several publications that explored human immune response to COVID-19. Significant COVID-19 clinical research based on CyTOF included an NIH study utilizing the Company’s Maxpar® Direct™ Immune Profiling Assay™ to evaluate immune responses in pediatric COVID-19 patients.

•On the leadership front, we welcomed Dr. Ana Stankovic to our Board of Directors. Dr. Stankovic brings more than 30 years of regulatory and diagnostics experience to the Board, providing invaluable advice and counsel to Fluidigm as we execute on Vision 2025.

•Fluidigm was named to Greater Toronto’s Top Employers for 2021, our second straight year on that list, an honor that recognizes positive and engaging workplaces that inspire and motivate employees.

The events of 2020 confirmed our worldview that the traditional diagnostics market is fundamentally changing. This transformation is enabling companies like Fluidigm, with new testing strategies, new channels, high flexibility, efficiency, and rapid scaling, to capitalize on an enormous addressable market.

We are confident that we have the assets, the team, the vision, and the strategy to access the tremendous opportunity before us.

As always, we are committed to driving sustained growth and long-term value creation. Based on the lessons learned in 2020, and the extraordinary new opportunities we are pursuing, I am excited about the long-term future for Fluidigm. My thanks to our employees around the world who are creating that future, one day at a time.

Onward and upward.

Stephen Christopher Linthwaite

President and Chief Executive Officer

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement and the accompanying materials contain forward-looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible future revenue and results of operations, business strategies and Vision 2025 plan, the potential to execute on collaborations to deliver enhanced value, expansion of our business, competitive position, industry environment, potential growth expectations, market growth expectations, product launch expectations, and the effects of competition and public health crises (including COVID-19) on our business. Forward-looking statements are subject to numerous risks and uncertainties that could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that could materially affect our future results, performance, or achievements include, but are not limited to, the potential adverse effects of the COVID-19 pandemic on our business and operating results; interruptions or delays in the supply of components or materials for, or manufacturing of, our products resulting from the pandemic or other factors; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; risks relating to reliance on sales of capital equipment for a significant proportion of revenues in each quarter; potential product performance and quality issues; the possible loss of key employees, customers, or suppliers; intellectual property risks; competition; uncertainties in contractual relationships; risks relating to company research and development, sales, marketing, and distribution plans and capabilities; reductions in research and development spending or changes in budget priorities by customers; seasonal variations in customer operations; unanticipated increases in costs or expenses; and risks associated with international operations. In addition, investors in Fluidigm should review the more detailed discussions of additional risks and uncertainties and other information affecting our business described under the caption “Risk factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2021 and in our subsequent Quarterly Reports on Form 10-Q.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Fluidigm, the Fluidigm logo, Advanta, Biomark, CyTOF, Direct, Imaging Mass Cytometry, Immune Profiling Assay, and Maxpar are trademarks and/or registered trademarks of Fluidigm Corporation in the United States and/or other countries. All other trademarks are the sole property of their respective owners.

The Advanta Dx SARS-CoV-2 RT-PCR Assay is for In Vitro Diagnostic Use. It is for Use Under Emergency Use Authorization Only. Rx Only. It has not been FDA cleared or approved. It has been authorized by FDA under an EUA for use by authorized laboratories. It has been authorized only for the detection of nucleic acid from SARS-CoV-2, not for any other viruses or pathogens. It is only authorized for the duration of the declaration that circumstances exist justifying the authorization of emergency use of in vitro diagnostics for detection and/or diagnosis of COVID-19 under Section 564(b)(1) of the Act, 21 U.S.C. § 360bbb-3(b)(1), unless the authorization is terminated or revoked sooner. Other Fluidigm products are For Research Use Only. Not for use in diagnostic procedures.

2 Tower Place, Suite 2000

South San Francisco, California 94080
(650) 266-6000

April 14, 2021

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Fluidigm Corporation to be held on Tuesday, May 25, 2021 at 8:30 a.m., Pacific time, at the Genesis SSF Performing Arts Center, located at 1 Tower Place, South San Francisco, California 94080. At the meeting, we will be voting on the matters described in the attached formal meeting notice and proxy statement.

This year, we are again taking advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders over the Internet. This process allows us to provide our stockholders with the information they need in a timely manner, while reducing the environmental impact of printing and distributing our proxy materials and lowering our costs.

On or about April 15, 2021, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy statement for our 2021 Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2020. The Notice also provides instructions for voting online or by telephone, as well as information on how to receive a paper copy of the proxy materials by mail.

Your vote is very important. Whether or not you plan to attend the Annual Meeting and regardless of the number of shares you own, it is important that your shares be represented. We hope you will vote as soon as possible via the Internet, by telephone, or—if you requested a paper copy of the proxy materials by mail—by mailing a completed, signed, and dated proxy card in the envelope provided. Any stockholder who attends the meeting may vote in person, even if he or she has already voted online, by telephone, or by mail.

Thank you for your continued support of Fluidigm. We look forward to seeing you at our Annual Meeting.

Sincerely,

Nicholas S. Khadder

Senior Vice President, General Counsel, and
Corporate Secretary

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FLUIDIGM CORPORATION

2 Tower Place, Suite 2000

South San Francisco, California 94080
(650) 266-6000

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS


Time and Date	8:30 a.m., Pacific time, on Tuesday, May 25, 2021

Place	Genesis SSF Performing Arts Center 1 Tower Place, South San Francisco, California 94080

Items of Business	•	To elect the three nominees for Class II director named in this proxy statement, each to hold office until our 2024 annual meeting of stockholders or until his or her successor is duly elected and qualified.

	•	To vote, on an advisory basis, to approve the compensation of our named executive officers for the year ended December 31, 2020, as set forth in this proxy statement.

	•	To vote on an amendment of our 2011 Equity Incentive Plan to increase the shares reserved thereunder and to make certain other changes.

	•	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021.

	•	To transact any other business that may properly come before the 2021 Annual Meeting.

Adjournments and Postponements	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date	You are entitled to vote only if you were a Fluidigm stockholder of record as of the close of business on the record date, March 31, 2021.

Meeting Admission	You are entitled to attend the Annual Meeting only if you were a Fluidigm stockholder as of the close of business on the record date or otherwise hold a valid proxy for the Annual Meeting. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or nominee (i.e., in “street name”), you should provide proof of your beneficial ownership as of the record date, such as your most recent account statement prior to the record date, a copy of the voting instruction card provided by your broker, bank, trustee, or nominee, or similar evidence of ownership.

Annual Report	You may access our Annual Report on Form 10-K for the year ended December 31, 2020 and our proxy solicitation materials by visiting www.proxyvote.com. Our 2020 Annual Report is not a part of the proxy solicitation materials.

Voting	Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement accompanying this notice and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information” beginning on page 1 of the proxy statement accompanying this notice, or provided in the Notice of Internet Availability of Proxy Materials.

This notice of our Annual Meeting of Stockholders and the accompanying proxy statement and form of proxy are being distributed and made available on or about April 15, 2021.

PROXY STATEMENT

FOR 2021 ANNUAL MEETING OF STOCKHOLDERS

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			Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS			8
Considerations in Identifying and Evaluating Director Nominees			11
Process for Recommending Candidates to the Board of Directors			12
Code of Ethics and Conduct			12
Stockholder Engagement			13
Communications with the Board			13
Corporate Responsibility and Sustainability			13
COMPENSATION OF NON-EMPLOYEE DIRECTORS			14
Compensation Policy			14
20 20 Director Compensation			15
Director Equity Awards			16
PROPOSAL NUMBER 1: ELECTION OF CLASS II DIRECTORS			17
Nominees for Class II Directors (Term Expiring in 2024)			17
Continuing Class III Directors (Term Expiring in 2022)			18
Continuing Class I Directors (Term Expiring in 2023)			18
PROPOSAL NUMBER 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			20
PROPOSAL NUMBER 3: APPROVAL OF AMENDMENT OF THE 2011 EQUITY INCENTIVE PLAN			21
PROPOSAL NUMBER 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			27
Principal Accounting Fees and Services			27
Audit Committee Pre-Approval of Services Performed by Independent Registered Public Accounting Firm			28
Report of the Audit Committee			28
EXECUTIVE OFFICERS			29
COMPENSATION DISCUSSION AND ANALYSIS			30
Compensation Committee Report			47
EXECUTIVE COMPENSATION
Summary Compensation Table			49
Grants of Plan-Based Awards			50
Outstanding Equity Awards at Fiscal Year-End			51
Option Exercises and Stock Vested			53
Pension Benefits & Nonqualified Deferred Compensation			53
Potential Payments Upon Termination or Change of Control			53
CEO Pay Ratio			56
Equity Compensation Plan Information			57
RELATED PERSON TRANSACTIONS AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			58
SECURITY OWNERSHIP			59
OTHER MATTERS			61
EXHIBIT I: FLUIDIGM CORPORATION AMENDED 2011 EQUITY INCENTIVE PLAN			I-1

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FLUIDIGM CORPORATION

2 Tower Place, Suite 2000

South San Francisco, California 94080

PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
to be held on Tuesday, May 25, 2021

GENERAL INFORMATION

In this proxy statement: the terms “we,” “our,” “Fluidigm,” and the “Company” each refer to Fluidigm Corporation; the term “Board” means our Board of Directors; and the term “proxy materials” means this proxy statement and the form of proxy. These proxy materials are furnished in connection with the solicitation by our Board of proxies to be voted at our 2021 annual meeting of stockholders, which will take place on Tuesday, May 25, 2021 at 8:30 a.m., Pacific time, at the Genesis SSF Performing Arts Center located at 1 Tower Place, South San Francisco, California 94080, and any postponements, adjournments or continuations thereof (the “Annual Meeting”).

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on or accessible through our website is not intended to be incorporated by reference into this proxy statement and references to our website in this proxy statement are intended to be inactive textual references only.

1.Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of the proxy materials to each stockholder. On or about April 15, 2021, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2020 via the Internet and how to vote your proxy. If you receive the Notice, you will not automatically receive a printed copy of our proxy materials in the mail. If you would like to receive a printed copy, please follow the instructions provided in the Notice.

Our 2021 proxy materials and our 2020 Annual Report are accessible at: www.proxyvote.com

2.What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and most highly paid executive officers, our corporate governance policies, information on our Board, and certain other required information.

3.What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are as follows:

•the election of the three nominees for Class II director named in this proxy statement, each to hold office until our 2024 annual meeting of stockholders or until his or her successor is duly elected and qualified;

•to vote, on an advisory basis, to approve the compensation of our named executive officers for the year ended December 31, 2020, as set forth in this proxy statement;

•to vote on an amendment of our 2011 Equity Incentive Plan (“2011 Plan”) to increase the number of shares reserved thereunder and to make certain other changes; and

•to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2021.

We will also transact any other business that properly comes before the Annual Meeting.

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4.How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

•“FOR” the nominees for Class II director named in this proxy statement;

•“FOR” approval of the compensation of our named executive officers for the year ended December 31, 2020, on an advisory basis;

•“FOR” approval of the amendment of our 2011 Plan to increase the shares reserved thereunder and to make certain other changes; and

•“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2021.

5.What is a proxy?

A proxy is your legal designation of another person to vote the stock you own, in the event that you are unable to cast your vote directly at the meeting. The person you designate is your “proxy,” and you give the proxy authority to vote your shares at the meeting—according to your instructions—by submitting your voting instructions online, by telephone, or via a physical proxy card. We have designated our President and Chief Executive Officer (“CEO”), Stephen Christopher Linthwaite, and our Chief Financial Officer, Vikram Jog, to serve as proxies for the Annual Meeting.

6.What shares can I vote?

Each share of our common stock issued and outstanding as of the close of business on March 31, 2021, the record date for our 2021 Annual Meeting, is entitled to vote on all items being considered at the Annual Meeting. You may vote all shares owned by you as of the record date, including (i) shares held directly in your name as the stockholder of record and (ii) shares you own through an account with a broker, bank, trustee, or other intermediary, sometimes referred to as owning in “street name.” On the record date, we had 74,962,847 shares of common stock issued and outstanding.

7.How many votes am I entitled to per share?

For all matters described in this proxy statement for which your vote is being solicited, each holder of shares of common stock is entitled to one vote for each share of common stock held by such holder as of the record date.

8.What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many stockholders beneficially own shares held in “street name” by a broker, bank, trustee, or other nominee rather than holding the shares directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

•Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by our mailing agent. As the stockholder of record, you have the right to grant your voting proxy directly to our designated proxies or to vote in person at the Annual Meeting. You may vote online or by telephone as described below under the heading “How can I vote my shares without attending the Annual Meeting?” and on the Notice. If you requested a printed copy of the proxy materials, you may also vote by mail by following the instructions on your proxy card.

•Beneficial Owner. If your shares are held in a brokerage account or by another intermediary, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker, bank, trustee, or other nominee. As the beneficial owner, you have the right to direct your broker, bank, trustee, or other nominee how to vote your shares, and you are also invited to attend the Annual Meeting.

Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the meeting. If you are a beneficial owner and do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by following the instructions provided by your broker, bank, trustee, or other nominee.

9.How can I contact Fluidigm’s transfer agent?

Contact our transfer agent by writing Computershare Trust Company, N.A., 462 South 4th Street, Suite 1600, Louisville, KY 40202. You may also contact our transfer agent by calling (800) 662-7232 or (781) 575-2879 or via its Investor Center at https://www-us.computershare.com/Investor/Contact.

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10.How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were a Fluidigm stockholder as of the record date or you hold a valid proxy for the Annual Meeting. If you are not a stockholder of record but beneficially own shares held in street name, you should provide proof of beneficial ownership as of the record date, such as your most recent account statement prior to March 31, 2021, together with a copy of the voting instruction card provided by your broker, bank, trustee or nominee, or other similar evidence of ownership.

If you do not comply with the procedures outlined above, you may not be admitted to the Annual Meeting.

Please let us know if you plan to attend the meeting by indicating your plans when prompted if you vote online or by telephone, or by marking the appropriate box on your proxy card if you vote by mail.

11.Will the Annual Meeting be webcast?

No.

12.How can I vote my shares in person at the Annual Meeting?

Shares held in your name as the stockholder of record may be voted by you in person at the Annual Meeting. Shares owned beneficially and held in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

13.How can I vote my shares without attending the Annual Meeting?

By telephone or via the Internet

If you are a stockholder of record, you may vote by following the telephone or Internet voting instructions on your Notice.

If you are a beneficial owner of shares, your broker, bank, trustee, or other nominee may make telephone or Internet voting available to you. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank, trustee, or other nominee. Therefore, we recommend that you follow the voting instructions in the materials you receive.

By mail, if you requested a printed copy of the proxy materials

If you are a stockholder of record, complete, sign and date the enclosed proxy card or voting instruction card and return it in the return envelope provided (which is postage prepaid if mailed in the United States). If the prepaid envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.

If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card as proxy holders—Stephen Christopher Linthwaite and Vikram Jog—will vote the shares represented by your proxy card as recommended by our Board.

If you are a beneficial owner of shares and you requested a printed copy of the proxy materials from your broker, bank, trustee, or other nominee, simply complete the proxy card and mail it according to the instructions provided by your broker, bank, trustee, or other nominee.

You may attend the Annual Meeting in person even if you have already voted by proxy.

14.Can I change my vote or revoke my proxy?

You may change your vote at any time prior to the taking of the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by (i) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (ii) providing a written notice of revocation to our corporate secretary at Fluidigm Corporation, 2 Tower Place, Suite 2000, South San Francisco, California 94080, Attn: Corporate Secretary, prior to your shares being voted, or (iii) attending the Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

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15.Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and from our corporate secretary for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m., at our corporate headquarters at 2 Tower Place, Suite 2000, South San Francisco, California 94080.

16.Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Fluidigm or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

17.How many shares must be present or represented to conduct business at the Annual Meeting?

Holders of a majority of the issued and outstanding shares of common stock as of the record date must be present in person or represented by proxy, also referred to as a quorum, to hold and transact business at the Annual Meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a broker, bank, trustee, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. If there is no quorum, the chairperson of the meeting or the holders of a majority of the issued and outstanding shares of common stock present at the Annual Meeting may adjourn the meeting to another date.

18.What is the voting requirement to approve each of the proposals?

Proposal

Vote Required

Discretionary Voting Allowed?

Election of Class II Directors

Plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors

Advisory Vote on Approval of Executive Compensation

Majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter

Approval of the Amended 2011 Equity Incentive Plan

Majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter

Ratification of Appointment of PwC for the year ending December 31, 2021

Majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter

Yes

If you are a beneficial owner, your broker, bank, trustee, or other nominee is permitted to vote your shares on the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2021, even if the record holder does not receive voting instructions from you. However, your broker, bank, trustee, or other nominee does not have discretionary authority to vote on the election of the Class II directors without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on this matter. In addition, discretionary voting is not allowed with respect to the advisory vote to approve the compensation of our named executive officers or the proposal seeking the approval of our amended 2011 Plan. Accordingly, if you are a beneficial owner, it is particularly important that you provide your instructions for voting your shares on the election of the Class II directors, the advisory vote on approval of executive compensation, and the approval of our amended 2011 Plan to your broker, bank, trustee, or other nominee.

Election of Class II Directors

The election of directors requires a plurality vote of the shares of our common stock present in person or by proxy at the meeting and entitled to vote thereon to be approved. Therefore, the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II directors. You may (i) vote “FOR” all nominees, (ii) “WITHHOLD” your vote as to all nominees, or (iii) vote “FOR ALL EXCEPT” for those specific nominees from whom you withhold your vote. A properly executed proxy card marked “WITHHOLD” or “FOR ALL EXCEPT” will not be voted with respect to the election of the applicable Class II director(s) although it will be counted for purposes of determining whether there is a quorum. Abstentions and broker non-votes will not affect the outcome of the election of the Class II directors.

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Advisory Vote on Approval of Executive Compensation

The affirmative “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal is required to approve, on an advisory basis, the compensation awarded to our named executive officers for the year ended December 31, 2020. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes are not included in the tabulation of voting results on this proposal, and will not affect the outcome of voting on this proposal. Although the vote is non-binding, our Board and our Compensation Committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote, consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Approval of Amended 2011 Equity Incentive Plan

The affirmative “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon is required to approve an amendment to our 2011 Plan. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes are not deemed to be votes cast, are not included in the tabulation of voting results on this proposal, and will not affect the outcome of voting on this proposal.

Ratification of Appointment of PricewaterhouseCoopers LLP

The affirmative “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal is required to ratify the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2021. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes are not included in the tabulation of voting results on this proposal, and will not affect the outcome of voting on this proposal. Notwithstanding the appointment of PwC and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our Company and our stockholders.

19.Interest of Executive Officers and Directors

None of our executive officers or directors has any substantial interest in any matter to be acted upon, other than (i) our directors, with respect to the election to office of the directors so nominated; and (ii) our directors and executive officers with respect to the amendment to our 2011 Plan, in which such directors and executive officers are eligible to participate.

20.What happens if additional matters are presented at the Annual Meeting?

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Stephen Christopher Linthwaite and Vikram Jog, or either of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any reason a Class II director nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate as may be nominated by our Board.

21.Who will count the votes?

A representative of our mailing agent, Broadridge Financial Solutions, Inc. (“Broadridge”), will tabulate the votes and act as inspector of elections.

22.Who will bear the cost of soliciting votes for the Annual Meeting?

We will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We may also reimburse brokerage firms, banks, trustees, and other nominees for the cost of forwarding proxy materials to beneficial owners. We have hired Alliance Advisors, LLC (“Alliance Advisors”) to help us solicit proxies. We expect to pay Alliance Advisors a base fee of $7,500 plus reimbursement of reasonable out-of-pocket expenses. Proxy solicitations will be made primarily through the mail, but may be supplemented by telephone, facsimile, Internet, or personal solicitation by Alliance Advisors.

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23.Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K (a “Form 8-K”) filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we will file a Form 8-K to publish preliminary results and, within four business days after final results are known, file an additional Form 8-K to publish the final results.

24.What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of the Notice unless one or more of these stockholders notifies us that they wish to receive individual copies. Stockholders who participate in householding will continue to be able to request and receive separate proxy cards. This procedure will reduce our printing costs and postage fees.

If you are eligible for householding but you and other stockholders of record with whom you share an address received multiple copies of the Notice, or if you hold stock in more than one account, and, in either case, you wish to receive only a single copy of the Notice for your household, please contact our mailing agent, Broadridge, either by calling (800) 579-1639, via the Internet at http://www.proxyvote.com, or via email at sendmaterial@proxyvote.com.

If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to continue to participate in householding and prefer to receive separate copies in the future, please contact Broadridge as indicated above.

Upon request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents.

Beneficial owners can request information about householding from their broker, banks, trustee, or other nominee.

25.What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our corporate secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our next annual meeting of stockholders, our corporate secretary must receive the written proposal at our principal executive offices not later than December 16, 2021; provided, however, that in the event that we hold our 2022 annual meeting of stockholders more than 30 days before or 60 days after the one-year anniversary date of the 2021 Annual Meeting, we will disclose the new deadline by which stockholder proposals must be received under Item 5 of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Fluidigm Corporation

Attn: Corporate Secretary

2 Tower Place, Suite 2000

South San Francisco, California 94080

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders, but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in the Company’s proxy materials with respect to such meeting, (ii) otherwise properly brought before the meeting by or at the direction of our Board, or (iii) properly brought before the meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our corporate secretary, which notice must contain the information specified in our bylaws. To be timely for our 2022 annual meeting of stockholders, our corporate secretary must receive the written notice at our principal executive offices:

•not earlier than January 30, 2022, and

•not later than March 1, 2022.

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In the event that we hold our 2022 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the 2021 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 2022 annual meeting and no later than the close of business on the later of the following two dates:

• the 90th day prior to the 2022 annual meeting, or

• the 10th day following the day on which public announcement of the date of such meeting is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present such proposal at such meeting, we are not required to present the proposal for a vote at the meeting.

Nomination of Director Candidates

Our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by our corporate secretary within the time described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement.

In addition, it is the policy of our Nominating and Corporate Governance Committee to consider recommendations for candidates to the Board from stockholders holding not less than one percent (1%) of the outstanding shares of our common stock continuously for at least twelve months prior to the date of submission of the recommendation or nomination. Any such recommendations should include the nominee’s name and qualifications for membership on our Board, and should be directed to our corporate secretary at our address set forth above. For additional information regarding stockholder recommendations for director candidates, please see the section entitled “Corporate Governance and Board of Directors — Process for Recommending Candidates to the Board of Directors.”

Availability of Bylaws

Our bylaws are available on our website at https://investors.fluidigm.com/corporate-governance/governance-overview. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Corporate Governance Principles

Our Board has adopted a set of principles that establish the corporate governance policies pursuant to which the Board intends to conduct its oversight of our business in accordance with its fiduciary responsibilities. Among other things, these corporate governance principles address the establishment and operation of Board committees, the role of our chairman, and matters relating to director independence and performance assessments. Our corporate governance principles can be found on our website at https://investors.fluidigm.com by clicking on Governance — Governance Overview.

Role and Composition of the Board

As identified in our corporate governance principles, the role of our Board is to oversee the performance of our CEO and other senior management. Our Board is responsible for hiring, overseeing, and evaluating management, while management is responsible for running our day-to-day operations.

Our Board currently has seven members and is divided into three staggered classes of directors. The Board is nominating three nominees for election as Class II directors.

The following table sets forth the names, ages as of March 31, 2021, and certain other information for each of our current directors:


Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Nicolas M. Barthelemy(1)(2)	I	55	Director	2017	2023	—
Bill W. Colston(1)	I	53	Director	2019	2023	—
Gerhard F. Burbach(1)(2)(3)	II	59	Director	2013	2021	2024
Carlos Paya(3)	II	62	Chairman	2017	2021	2024
Ana K. Stankovic(2)(3)	II	64	Director	2020	2021	2024
Laura M. Clague(2)	III	62	Director	2018	2022	—
Stephen Christopher Linthwaite	III	49	President, CEO, and Director	2016	2022	—

_______________________

(1) Member of our Compensation Committee

(2) Member of our Audit Committee

(3) Member of our Nominating and Corporate Governance Committee

At each annual meeting of stockholders, a class of directors is elected for a term of three years to succeed the class of directors whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2023 for the Class I directors, 2024 for the Class II directors, and 2022 for the Class III directors.

2020 Board Meetings

During 2020, our Board held thirteen (13) meetings. All of our directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served during the past fiscal year, in each case during the period that he or she served as a director.

Director Attendance at Annual Meeting of Stockholders

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we encourage all directors to attend. Five of the then-seven members of our Board attended our 2020 annual meeting of stockholders.

Board Leadership Structure

Our corporate governance principles provide that the Board will fill the chairman and CEO positions based upon the Board’s view of what is in our best interests at any point in time. Although our current chairman is a non-employee director, the Board has not adopted any policy requiring separation of the chairman and CEO positions or requiring allocation of the

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chairman position to a non-employee director. Dr. Carlos Paya, an independent director with substantial board and executive leadership experience, currently serves as our chairman. In addition to Fluidigm, Dr. Paya currently serves on the board of directors of Mallinckrodt plc (OTC:MNKKQ) and as chairman of the board of Highlight Therapeutics S.L., a privately held immuno-oncology company. Our Board believes that Dr. Paya’s qualifications to serve as chairman include his experience as a trained immunologist, infectious disease expert and physician, combined with his operating experience as an executive and chief executive officer in the life sciences industry.

Separating the positions of the chairman and CEO allows our CEO to focus on our day-to-day business, while allowing our chairman to lead our Board in its fundamental role providing independent advice to and oversight of management. The Board believes that having an independent director serve as chairman is the appropriate leadership structure for Fluidigm at this time and demonstrates our commitment to good corporate governance.

Director Independence

As a company listed on the Nasdaq Global Select Market (“Nasdaq”), we are required by the Nasdaq listing requirements to maintain a board of directors comprising a majority of “independent directors,” as determined affirmatively by our Board. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of our Audit, Compensation, and Nominating and Corporate Governance Committees be independent. In April 2021, our Board undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that a majority of our directors are “independent directors” as defined under applicable Nasdaq rules, including Nicolas M. Barthelemy, Gerhard F. Burbach, Laura M. Clague, Bill W. Colston, Carlos Paya, and Ana K. Stankovic. Stephen Christopher Linthwaite is not considered an independent director because of his positions as our President and CEO. There are no family relationships among any of our directors and officers.

Executive Sessions of Independent Directors

In order to promote open discussion among independent directors, our Board has a policy of conducting executive sessions of independent directors during each regularly scheduled board meeting and at such other times as requested by an independent director. These executive sessions are chaired by our chairman. Mr. Linthwaite does not participate in such sessions.

Board’s Role in Risk Oversight

While our management team is responsible for the day-to-day management of the risks Fluidigm faces, our Board has the responsibility to oversee management’s processes for identifying, monitoring, and addressing enterprise risks, evaluate and discuss with management its assessments of matters relating to enterprise risks, and oversee and monitor management’s plans to address such risks. The Board takes an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance, and to enhance stockholder value. In order to understand the most significant risks faced by the Company and the steps being taken to manage those risks, Fluidigm conducts quarterly enterprise risk management assessments, facilitated by the Company’s executive leadership team in collaboration with the internal audit function, which are presented by management at each quarterly Board meeting. The Board’s review of our business is an integral aspect of its assessment of management’s tolerance for risk and its determination as to the appropriate level of risk for our Company.

Although the Board has determined that enterprise risk management should be the responsibility of the Board as a whole, it has delegated responsibility to oversee specific areas of risk management to its committees. Our Audit Committee focuses on financial risks, including risks related to the Company’s investment policy and practices, as well as overseeing the Company’s information technology risk management program. Together with our Nominating and Corporate Governance Committee, the Audit Committee also monitors the Company’s compliance with laws, regulations, and related Company policies, including our whistleblower policy, anticorruption compliance policy, related person transactions policy, and Code of Ethics and Conduct. Our Nominating and Corporate Governance Committee additionally assists the Board in fulfilling its oversight responsibilities with respect to the management of risk associated with corporate governance and board organization, membership, and structure. Our Compensation Committee considers risks related to the attraction and retention of talent and risks related to the design of compensation programs and arrangements. Additional information about the Compensation Committee’s role in risk oversight can be found in our Compensation Discussion and Analysis under “Risk Management Considerations.”

At periodic meetings of the Board and its committees and in other meetings and discussions, management reports to, and seeks guidance from, the Board and its committees with respect to the most significant risks that could affect our business, such as legal, financial, tax, audit, and cybersecurity-related risks. In addition, among other matters, management provides periodic reports on our compliance programs and efforts to our Audit Committee and Nominating and Corporate Governance Committee.

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Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee operates under a written charter approved by our Board that satisfies the applicable standards of the SEC and Nasdaq. The committee charters are available on our website at https://investors.fluidigm.com by clicking on Governance — Governance Overview.

The table below shows the members and chairs of each committee and the number of meetings held in 2020.

Audit

Compensation

Nominating and
Corporate Governance

Nicolas M. Barthelemy

X(1)

Gerhard F. Burbach

X(2)

Laura M. Clague

C(3)(4)

Samuel D. Colella(5)

X(6)

Bill W. Colston

X(7)

Patrick S. Jones(8)

X(4)

Carlos Paya

X(9)

C(6)

Ana K. Stankovic

X(10)

Meetings in 2020

_______________________

C = Chair

(1)Mr. Barthelemy stepped down from our Nominating and Corporate Governance Committee and joined our Audit Committee in August 2020.

(2)Mr. Burbach joined our Nominating and Corporate Governance Committee in August 2020.

(3)Board-designated “audit committee financial expert” under SEC rules.

(4)Ms. Clague was appointed to replace Mr. Jones as chair in June 2020.

(5)Mr. Colella retired from our Board effective June 30, 2020.

(6)Dr. Paya was appointed to replace Mr. Colella as chair in February 2020.

(7)Dr. Colston stepped down from our Audit Committee and joined our Compensation Committee in August 2020.

(8)Mr. Jones declined to stand for re-election to the Board and ceased to be a member of our Board as of our 2020 annual meeting of stockholders in June 2020.

(9)Dr. Paya stepped down from our Compensation Committee in August 2020.

(10)Dr. Stankovic was appointed to our Audit and Nominating and Corporate Governance Committees in February 2021.

Audit Committee. Our Audit Committee is currently chaired by Laura M. Clague. Our Board has determined that each member of the Audit Committee is independent and financially literate under the current rules and regulations of the SEC and Nasdaq and that Ms. Clague qualifies as an “audit committee financial expert” within the meaning of the rules and regulations of the SEC.

The Audit Committee oversees our corporate accounting and financial reporting process and the financial and cybersecurity aspects of our enterprise risk management process, and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is authorized to, among other things:

•oversee the work of our independent registered public accounting firm;

•approve the hiring, discharge, and compensation of our independent registered public accounting firm;

•approve engagements of our independent registered public accounting firm to render any audit or permissible non-audit services;

•evaluate the qualifications, independence, and performance of our independent registered public accounting firm;

•discuss and, as appropriate, review with management and our independent registered public accounting firm our annual and quarterly financial statements and our major critical accounting policies and practices;

•review management’s assessment of our internal controls; and

•review the adequacy and effectiveness of our internal control policies and procedures.

Compensation Committee. Our Compensation Committee is currently chaired by Nicolas M. Barthelemy. Each member of the Compensation Committee is an independent director under the applicable rules and regulations of the SEC and Nasdaq, a nonemployee director as defined in Rule 16b-3 promulgated under the Exchange Act, and an outside director as defined pursuant to Section 162(m) of the U.S. Internal Revenue Code, as amended. Furthermore, if required to ensure compliance with

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Rule 16b-3 under the Exchange Act, a subcommittee of the Compensation Committee or the Board considers and approves the grant of equity awards to our executive officers.

The Compensation Committee oversees our corporate compensation programs and is authorized to, among other things:

•review the compensation and benefits of our CEO and other executive officers;

•review our corporate goals and objectives relevant to the compensation of our CEO;

•assist our Board in providing oversight of the Company’s overall compensation plans and benefits program; and

•administer our equity incentive plans.

Please see the sections entitled “Executive Compensation” and “Compensation of Non-Employee Directors” for a description of our processes and procedures for the consideration and determination of executive and director compensation.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is currently chaired by Carlos Paya. Our Board has determined that each member of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of the SEC and Nasdaq.

Our Nominating and Corporate Governance Committee oversees and assists our Board in reviewing and recommending nominees for election as directors and oversees our corporate governance matters. Among other things, the Nominating and Corporate Governance Committee is authorized to:

•evaluate and make recommendations regarding the composition, organization, and governance of the Board and its committees;

•evaluate the performance of members of the Board and make recommendations regarding committee and chair assignments;

•recommend desired qualifications for Board membership and conduct searches for potential members of the Board;

•oversee the orientation process for new directors and continuing director education;

•review and recommend Board compensation programs for outside directors;

•review and make recommendations concerning management succession planning; and

•develop and make recommendations with regard to our corporate governance guidelines.

The Nominating and Corporate Governance Committee also reviews our initiatives with respect to sustainability and corporate responsibility, including environmental and social matters.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee during our last fiscal year (which included Nicolas M. Barthelemy, Gerhard F. Burbach, Bill W. Colston (as of August 2020), and Carlos Paya (until August 2020) is, or was during 2020, an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Considerations in Identifying and Evaluating Director Nominees

Our Nominating and Corporate Governance Committee has established policies and procedures relating to the consideration of any individual recommended as a prospective director nominee from stockholders. Please see the section entitled “Process for Recommending Candidates to the Board of Directors” below for details. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the Committee from other sources.

The Nominating and Corporate Governance Committee is responsible for determining the criteria for membership to our Board and recommending candidates for election to the Board. In its evaluation of director candidates, including the members of the Board eligible for reelection, our Nominating and Corporate Governance Committee considers the following:

•the current size and composition of our Board and the needs of the Board and its respective committees;

•factors such as character, integrity, judgment, diversity of background (including gender, race, and ethnicity) and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and the like; and

•other factors that our Nominating and Corporate Governance Committee may consider appropriate.

Any nominee for a position on the Board must satisfy the following minimum qualifications:

•the highest personal and professional ethics and integrity;

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•proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

•skills that are complementary to those of the existing Board;

•the ability to assist and support management and make significant contributions to the Company’s success; and

•an understanding of the fiduciary responsibilities required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

If our Nominating and Corporate Governance Committee determines that an additional or replacement director is required, the Nominating and Corporate Governance Committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Committee, Board, or management. We have from time to time retained a third-party search firm to assist with the identification and evaluation of qualified candidates to serve on the Board.

Board Diversity

Our director nominating policies include specific references to factors relating to diversity, such as diversity of gender, race and national origin, education, professional experience, and differences in viewpoints and skills. Our Nominating and Corporate Governance Committee believes that it is essential that the Board members represent diverse viewpoints and considers these factors in its deliberations over Board expansion and potential candidates.

Because we are a public company with our principal executive office located in the State of California, we are required under California Senate Bill 826 adopted in 2018 (“SB 826”) and the recently enacted California Assembly Bill 979 (“AB 979”) to meet certain requirements with respect to the number of women and members of other underrepresented communities on our Board. As of the date of this proxy statement, we have two female directors and we are already in compliance with the requirements of AB 979 for 2021 based on our current Board composition. Under SB 826, we will be required to have three female directors by the end of 2021, and we will be required under AB 979 to have two directors from designated underrepresented communities by the end of 2022. Our Nominating and Corporate Governance Committee is conducting an active search for additional women candidates to join the Board, in addition to prioritizing the selection of diverse directors who meet the requirements of AB 979.

Process for Recommending Candidates to the Board of Directors

It is the policy of our Nominating and Corporate Governance Committee to consider recommendations for candidates to the Board from stockholders holding not less than one percent (1%) of the outstanding shares of our common stock continuously for at least twelve months prior to the date of submission of the recommendation or nomination. Stockholder recommendations for candidates to the Board must be directed in writing to Fluidigm Corporation, 2 Tower Place, Suite 2000, South San Francisco, California 94080, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and Fluidigm, and evidence of the recommending stockholder’s ownership of our stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership, including issues of character, integrity, judgment, diversity of background and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and the like, and personal references. For details regarding the process to nominate a director directly for election to the Board at an annual meeting of the stockholders, please see item 25 of the General Information section entitled “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? — Nomination of Director Candidates.”

Code of Ethics and Conduct

We are committed to the highest standards of integrity and ethics in the way we conduct our business. We have adopted a code of ethics and conduct that applies to the members of our Board, our officers and employees (including our CEO, Chief Financial Officer, and Principal Accounting Officer), as well as our agents, contractors, and consultants. Our code of ethics and conduct establishes our policies and expectations with respect to a wide range of business conduct, including preparation and maintenance of financial and accounting information, compliance with laws, and conflicts of interest.

Under our code of ethics and conduct, each of our directors, officers, and employees is required to report suspected or actual violations to the extent permitted by law. In addition, we have adopted separate procedures concerning the receipt and investigation of complaints relating to accounting or audit matters. These procedures have been adopted and are administered by our Audit Committee.

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Our code of ethics and conduct can be found on our website at https://investors.fluidigm.com by clicking on Governance — Governance Overview. When required by the rules of the SEC or Nasdaq, we will disclose any future amendment to, or waiver of, any provision of the code of ethics and conduct for our CEO, Principal Financial Officer, Principal Accounting Officer, or any member of our Board on our website at https://investors.fluidigm.com in the Governance Overview section, within four business days following the date of such amendment or waiver.

Stockholder Engagement

We believe that understanding the perspective of our stockholders is a key component of good corporate governance and we are committed to an active and robust stockholder engagement program. The goals of our stockholder engagement program are to:

•provide transparency and visibility into our strategy, our financial and operational performance, and our governance practices;

•determine which issues are important to our stockholders and share our views on those issues; and

•

SEC Form DEF 14A filed by Fluidigm Corporation