Natera, Inc 8-K, filed Nov 23, 2020
Natera, Inc. (NTRA)
About this 8-K
Natera, Inc filed this 8-K on November 23, 2020, reporting on events of November 17, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
On November 17, 2020, the Board of Directors (the “Board”) of Natera, Inc., a Delaware Corporation (the “Company”), based on the recommendation of the Board’s Nominating and Corporate Governance Committee, (i) increased the size of the full Board from ten to 11 members and (ii) appointed Monica Bertagnolli, M.D., as a member of the Board, effective as of the date of such approval. The Board also determined that Dr. Bertagnolli qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market.
Dr. Bertagnolli will serve as a Class II director, with an initial term expiring at the 2023 annual meeting of stockholders. There is no arrangement or understanding between Dr. Bertagnolli and any other persons pursuant to which Dr. Bertagnolli was elected as a director. The Board has not appointed Dr. Bertagnolli to any Board committee at this time.
As a non-employee director, Dr. Bertagnolli is entitled to participate in the Company’s compensation program for non-employee directors. However, Dr. Bertagnolli has elected not to receive any cash or equity compensation pursuant to such compensation program for services rendered prior to the Company’s 2021 Annual Meeting of Stockholders.
The Company also entered into an Indemnification Agreement with Dr. Bertagnolli, providing for indemnification and advancement of litigation and other expenses to Dr. Bertagnolli to the fullest extent permitted by law for claims relating to her service to the Company or its subsidiaries. The Company’s form of indemnification agreement was filed with the SEC on March 16, 2017 as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
There are no family relationships between Dr. Bertagnolli and any of the Company’s directors or executive officers and Dr. Bertagnolli does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On November 19, 2020, the Company issued a press release announcing Dr. Bertagnolli’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02(d).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 16, 2017). | |
| 99.1 | Press Release issued by the Company on November 19, 2020. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
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: November 23, 2020
Exhibit 99.1
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Natera Appoints Dr. Monica Bertagnolli to its Board of Directors
Former president and current board member of ASCO brings deep oncology expertise and leadership
SAN CARLOS, Calif., Nov. 19, 2020 -- Natera, Inc. (NASDAQ: NTRA), a pioneer and global leader in cell-free DNA testing, today announced that it has appointed Dr. Monica Bertagnolli to its board of directors.
“We are delighted to welcome Dr. Bertagnolli to our board at this exciting time in Natera’s growth,” said Steve Chapman, Natera’s Chief Executive Officer. “Her distinguished career as a leading oncology researcher and her extensive clinical experience will be instrumental in helping us execute on our vision of making bespoke MRD testing the standard of care worldwide.”
Dr. Bertagnolli is currently Professor of Surgery at Harvard Medical School and Associate Surgeon in the Division of Surgical Oncology at Brigham and Women’s Hospital and Dana-Farber Cancer Institute. Her additional roles include Chair of the Board of Directors of the Association for Clinical Oncology (ASCO) and Group Chair of the Alliance for Clinical Trials in Oncology.
“Natera has emerged as an innovative and dynamic leader in ctDNA technology,” said Dr. Bertagnolli. “I’m looking forward to contributing to the company’s success as it introduces the SignateraTM technology into clinical research and clinical practice. I believe this technology has the potential to change how oncologists practice medicine and significantly improve patient outcomes.”
In addition to several major committee and board advisory appointments, Dr. Bertagnolli serves as Chief Executive Officer of Alliance Foundation Trials, LLC, a not-for-profit organization that conducts international cancer clinical trials, and is Vice President of the Coalition of Cancer Cooperative Groups. She received her undergraduate degree in engineering from Princeton University and her medical degree from the University of Utah College of Medicine.
About Natera
Natera is a global leader in cell-free DNA testing. The mission of the company is to change the management of disease worldwide with a focus on women’s health, oncology, and organ health. Natera operates an ISO 13485-certified and CAP-accredited laboratory certified under the Clinical Laboratory Improvement Amendments (CLIA) in San Carlos, Calif. It offers proprietary genetic testing services to inform obstetricians, transplant physicians, oncologists, and cancer researchers, including biopharmaceutical companies, and genetic laboratories through its cloud-based software platform. For more information, visit natera.com. Follow Natera on LinkedIn.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are forward-looking statements and are not a representation that Natera's plans, estimates, or expectations will be achieved. These forward-looking statements represent Natera's expectations as of the date of this press release, and Natera disclaims any obligation to update the forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including with respect to our efforts to develop and commercialize new product offerings, our ability to successfully increase demand for and grow revenues for our product offerings, whether the results of clinical or other studies will support the use of our product offerings, our expectations of the reliability, accuracy and performance of our screening tests, or of the benefits of our screening tests and product offerings to patients, providers and payers. Additional risks and uncertainties are discussed in greater detail in "Risk Factors" in Natera's recent filings on Forms 10-K and 10-Q and in other filings Natera makes with the SEC from time to time. These documents are available at www.natera.com/investors and www.sec.gov.
Contacts
Investor Relations: Mike Brophy, CFO, Natera, Inc., 510-826-2350
Media: Paul Greenland, VP of Corporate Marketing, Natera, Inc., pr@natera.com