Natera (NASDAQ: NTRA) OKs equity plan share boost and director slate

Rhea-AI Filing Summary

Natera, Inc. reported the results of its annual stockholder meeting, where investors approved an amendment to the Amended and Restated 2015 Equity Incentive Plan, increasing shares reserved for issuance by 3.2 million shares of common stock.

Stockholders elected three Class II directors and one Class I director, each receiving more votes "for" than "withheld." They also ratified Ernst & Young LLP as independent registered public accounting firm, approved the advisory vote on executive compensation, and supported holding that advisory vote every year.

As of the record date, 142,778,493 shares were outstanding and entitled to vote, and 130,691,097 shares were represented in person or by proxy, satisfying quorum requirements.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan increase: 3.2 million shares Shares outstanding: 142,778,493 shares Shares represented: 130,691,097 shares +4 more

7 metrics

Equity plan increase 3.2 million shares Additional shares reserved under Amended and Restated 2015 Plan

Shares outstanding 142,778,493 shares Common stock outstanding and entitled to vote as of record date

Shares represented 130,691,097 shares Shares present in person or by proxy at the Annual Meeting

Auditor ratification votes for 129,786,351 votes Votes for Ernst & Young LLP as auditor for fiscal year ending Dec. 31, 2026

Say-on-pay votes for 119,883,700 votes Advisory approval of compensation of named executive officers

Annual say-on-pay frequency votes 121,647,012 votes Votes favoring one-year frequency for advisory compensation vote

Equity plan amendment votes for 95,735,506 votes Approval of amendment to Amended and Restated 2015 Equity Incentive Plan

Key Terms

Amended and Restated 2015 Equity Incentive Plan, broker non-votes, independent registered public accounting firm, advisory vote on the compensation, +1 more

5 terms

Amended and Restated 2015 Equity Incentive Plan financial

"approved an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan"

broker non-votes financial

"Rowan Chapman | 106,832,026 | 15,888,527 | 7,970,544 Herm Rosenman ... | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on the compensation financial

"The advisory vote on the compensation of the Company’s named executive officers"

record date financial

"Only stockholders of record as of the close of business on April 15, 2026, the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

0001604821FalseNasdaq00016048212026-06-112026-06-11

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 11, 2026

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) 980 9190

(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, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below, on June 11, 2026, Natera, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Amended and Restated 2015 Plan”). The Amendment increases the shares reserved for issuance under the Amended and Restated 2015 Plan by 3.2 million shares of the Company’s common stock,.

The Company’s officers and directors are among the persons eligible to receive awards under the Amended and Restated 2015 Plan in accordance with the terms and conditions thereunder. A detailed summary of the Amendment is set forth in Proposal No. 5 in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting (the “Proxy Statement”), which was filed with the U.S. Securities and Exchange Commission on April 23, 2026. Such detailed summary of the Amendment and the foregoing description of the Amendment are qualified in their entirety by reference to the full text of the Amended and Restated 2015 Plan and the forms thereunder, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 11, 2026, at the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Proxy Statement.

Only stockholders of record as of the close of business on April 15, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 142,778,493 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The holders of a total of 130,691,097 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 the Company’s common stock 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 II directors until the 2029 annual meeting of stockholders, and the election of one director to serve as a Class I director until the 2028 annual meeting of stockholders, or until his or her successor is duly elected and qualified:

Name of Class II Nominee			For			Withheld			Broker Non-Votes
Rowan Chapman			106,832,026			15,888,527			7,970,544
Herm Rosenman			103,920,050			18,800,503			7,970,544
Jonathan Sheena			106,940,124			15,780,429			7,970,544
Name of Class I Nominee			For			Withheld			Broker Non-Votes
Eric H. Rubin			120,601,658			2,118,895			7,970,544

Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For			Against			Abstentions			Broker Non-Votes
129,786,351			848,088			56,658			0

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

For			Against			Abstentions			Broker Non-Votes
119,883,700			2,492,978			343,875			7,970,544

Proposal 4: The advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers:

One Year			Two Years			Three Years			Abstain
121,647,012			36,823			972,982			63,736

Proposal 5: The approval of an amendment to the Amended and Restated 2015 Equity Incentive Plan:

For			Against			Abstentions			Broker Non-Votes
95,735,506			26,861,815			123,232			7,970,544

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Amended and Restated 2015 Equity Incentive Plan, as amended.
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: June 16, 2026

FAQ

What did Natera (NTRA) shareholders approve at the 2026 annual meeting?

Shareholders approved an amendment to Natera’s Amended and Restated 2015 Equity Incentive Plan, adding 3.2 million shares for potential equity awards. They also elected directors, ratified the auditor, and backed executive compensation on an advisory basis.

How many Natera (NTRA) shares were eligible and represented for the 2026 vote?

As of the record date, Natera had 142,778,493 shares of common stock outstanding and entitled to vote. At the meeting, 130,691,097 shares were present in person or by proxy, establishing a valid quorum for all proposals.

Which executive compensation proposals did Natera (NTRA) stockholders support?

Stockholders approved the advisory say-on-pay proposal, with 119,883,700 votes for, 2,492,978 against, and 343,875 abstentions. They also favored holding this advisory vote every year, with 121,647,012 votes supporting an annual frequency.

How did Natera (NTRA) shareholders vote on the equity incentive plan amendment?

The amendment to the Amended and Restated 2015 Equity Incentive Plan received 95,735,506 votes for, 26,861,815 against, and 123,232 abstentions, with 7,970,544 broker non-votes. The change increases shares reserved for future equity awards by 3.2 million.

Who is Natera’s (NTRA) independent auditor following the 2026 annual meeting vote?

Ernst & Young LLP remains Natera’s independent registered public accounting firm after ratification by stockholders, with 129,786,351 votes for, 848,088 against, and 56,658 abstentions. There were no broker non-votes on this auditor ratification proposal.

What board composition decisions were made at Natera’s 2026 annual meeting?

Stockholders elected three Class II directors—Rowan Chapman, Herm Rosenman, and Jonathan Sheena—and one Class I director, Eric H. Rubin. Each nominee received a majority of votes cast in favor, with additional broker non-votes recorded.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 100.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 53.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 31.0 KB