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 14, 2023

 

Bionano Genomics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Registrant’s telephone number, including area code: (858) 888-7600

 

N/A

 

(Former name or former address, if changed since last report.)

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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:

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

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On June 14, 2023, Bionano Genomics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 24, 2023, the record date for the Annual Meeting (the “Record Date”), 306,555,707 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting and one share of Series A Preferred Stock outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

 

A total of 142,323,757 shares of the Company’s common stock and the one share of Series A Preferred Stock were present at the Annual Meeting in person, by virtual attendance, or by proxy, which represents approximately 46.42% of the shares of the Company’s common stock outstanding and all of the shares of Series A Preferred Stock outstanding, in each case, as of the Record Date.

Proposal 1. Election of Directors.

 

The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2026 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
Albert Luderer, Ph.D.		37,247,247		19,275,041		85,801,469
Kristiina Vuori, M.D., Ph.D.		37,908,727		18,613,561		85,801,469
Hannah Mamuszka		41,412,518		15,109,770		85,801,469

 

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
28,962,659		25,694,337		1,865,292		85,801,469

 

Proposal 3. 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, 2023. The final voting results are as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
123,522,139		14,815,298		3,986,320		—

 

Proposal 4. Approval of a Series of Alternate Amendments to the Company’s Amended and Restated Certificate of Incorporation.

 

The Company’s stockholders approved a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the option of the Company’s Board of Directors, a reverse stock split of the Company’s common stock at a ratio between 1-for-5 and 1-for-10, inclusive, as determined by the Company’s Board of Directors in its sole discretion. The final voting results, including 3,000,000,000 votes represented by the share of Series A Preferred Stock voted in the same proportion as the votes cast by shares of common stock on Proposal 4, are as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,064,026,370		1,077,360,963		936,424		—

 

Proposal 5. Approval of the Authorization to Adjourn the Annual Meeting.

 

The Company’s stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 4. The final voting results are as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
91,294,085		48,348,052		2,681,620		—

 

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.

 

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