Sera Prognostics (NASDAQ: SERA) 2026 meeting backs board and Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sera Prognostics, Inc. held its 2026 annual stockholder meeting by live audio webcast. Of 38,190,966 Class A common shares eligible to vote as of April 13, 2026, 25,773,203 shares were represented, forming a 67.5% quorum.

Stockholders elected Kim Kamdar, Ph.D. and Sandra A. J. Lawrence as Class II directors to serve until the 2029 annual meeting, with Kamdar receiving 9,749,623 votes for and Lawrence 12,483,966 votes for, plus broker non-votes in each case. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 24,917,046 votes for and 856,113 against.

8-K Event Classification

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

1 item

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.

Key Figures

Shares eligible to vote: 38,190,966 shares Quorum shares represented: 25,773,203 shares Quorum percentage: 67.5% +4 more

7 metrics

Shares eligible to vote 38,190,966 shares Class A common stock as of record date April 13, 2026

Quorum shares represented 25,773,203 shares Shares present or by proxy at 2026 annual meeting (67.5%)

Quorum percentage 67.5% Portion of eligible shares represented at 2026 annual meeting

Votes for Kamdar 9,749,623 votes Election of director Kim Kamdar, Ph.D.

Votes for Lawrence 12,483,966 votes Election of director Sandra A. J. Lawrence

Auditor ratification for votes 24,917,046 votes Ratification of Ernst & Young LLP for fiscal year 2026

Auditor ratification against votes 856,113 votes Votes against Ernst & Young LLP ratification

Key Terms

quorum, broker non-votes, independent registered public accounting firm, Emerging growth company, +1 more

5 terms

quorum financial

"a quorum of 25,773,203 shares, or 67.5% of the eligible shares, was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"the number of abstentions and the number of broker non-votes on each of the foregoing matters"

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

"ratified 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.

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/04/2026 - 05:13 PM

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 04, 2026

    

Sera Prognostics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40606	26-1911522
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2749 East Parleys Way Suite 200
Salt Lake City, Utah		84109
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (801) 990-0520

    

     Not Applicable

    

(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
Class A Common Stock, $0.0001 par value per share	SERA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On June 4, 2026, Sera Prognostics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast on the Internet. Of the 38,190,966 shares of Class A common stock, par value $0.0001 per share, issued and outstanding and eligible to vote as of the record date of April 13, 2026, a quorum of 25,773,203 shares, or 67.5% of the eligible shares, was present at the meeting or represented by proxy.

At the Annual Meeting, the stockholders: (1) elected each of Kim Kamdar, Ph.D. and Sandra A. J. Lawrence to the Company’s Board of Directors as a Class II director for a term of three years to serve until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal (“Election of Directors”); and (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Auditor Ratification”). A more complete description of each of these matters is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2026.

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.

1. Election of Directors


Nominee	Shares Voted For		Shares Voted to Withhold Authority		Broker Non-votes
Kim Kamdar, Ph.D.		9,749,623		3,062,352		12,961,228
Sandra A. J. Lawrence		12,483,966		328,009		12,961,228

2. Auditor Ratification


Shares Voted For	Shares Voted Against	Shares Abstaining	Broker Non-votes
24,917,046	856,113	44	—

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.


			SERA PROGNOSTICS, INC.

Date:	June 4, 2026	By:	/s/ Austin Aerts
			Austin Aerts Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at Sera Prognostics (SERA) 2026 annual meeting?

Sera Prognostics achieved a quorum with 25,773,203 shares represented, or 67.5% of the 38,190,966 eligible Class A common shares. This level of participation allowed all scheduled proposals to be validly considered and voted on at the 2026 annual stockholder meeting.

Which directors were elected at Sera Prognostics (SERA) 2026 annual meeting?

Stockholders elected Kim Kamdar, Ph.D. and Sandra A. J. Lawrence as Class II directors for three-year terms. They will serve until the 2029 annual meeting and until successors are duly elected and qualified or earlier death, resignation, or removal, according to the disclosed voting results.

How did Sera Prognostics (SERA) stockholders vote on Kim Kamdar’s election?

For director nominee Kim Kamdar, Ph.D., stockholders cast 9,749,623 votes for and 3,062,352 votes withheld, with 12,961,228 broker non-votes. These results indicate sufficient support to secure election to the board as a Class II director for a term ending at the 2029 meeting.

How did Sera Prognostics (SERA) stockholders vote on Sandra A. J. Lawrence?

For director nominee Sandra A. J. Lawrence, stockholders cast 12,483,966 votes for and 328,009 votes withheld, plus 12,961,228 broker non-votes. The strong “for” vote supported her election as a Class II director through the 2029 annual stockholder meeting term.

Which auditor did Sera Prognostics (SERA) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Sera Prognostics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 24,917,046 shares for, 856,113 against, and 44 abstentions, with no broker non-votes reported on this proposal.

What key proposals were considered at Sera Prognostics (SERA) 2026 meeting?

Two proposals were considered: election of two Class II directors, Kim Kamdar, Ph.D. and Sandra A. J. Lawrence, and ratification of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year. Both proposals received sufficient stockholder approval.

Filing Exhibits & Attachments

1 document