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Get filing alertsNatera shareholders approve 3.2M share increase to equity compensation plan
Filed June 16, 2026 · Period ending June 11, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 3.2 million shares to the 2015 equity incentive plan, expanding the pool available for stock-based compensation to employees, officers, and directors. This represents potential dilution to existing shareholders.
Item 5.07 verify on EDGAR → -
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All four director nominees elected with strong support: Rowan Chapman, Herm Rosenman, and Jonathan Sheena as Class II directors (until 2029), and Eric H. Rubin as Class I director (until 2028).
Item 5.07 verify on EDGAR → -
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Shareholders ratified Ernst & Young LLP as independent auditor for 2026 with 99.3% approval, and approved executive compensation with 98% support in advisory say-on-pay vote.
Item 5.07 verify on EDGAR → -
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Shareholders voted overwhelmingly (99.4%) for annual frequency of say-on-pay votes, establishing yearly advisory votes on executive compensation going forward.
Item 5.07 verify on EDGAR →
Summary
Natera held its annual shareholder meeting on June 11, 2026, with the most material outcome being approval of a 3.2 million share increase to the company's equity incentive plan. This expansion gives management more flexibility to grant stock-based compensation but will dilute existing shareholders as those awards vest over time.
The vote passed with 78% support, indicating some shareholder concern about dilution but majority acceptance of the company's compensation strategy. All other proposals were routine governance matters that passed with strong support. The board composition remains stable with the re-election of three Class II directors and one Class I director, all receiving over 85% approval.
Ernst & Young continues as auditor, and the say-on-pay vote showed 98% shareholder satisfaction with executive pay practices. Retail investors should monitor how quickly the company uses these newly authorized shares and whether the equity grants translate into improved business performance. The next quarterly earnings report will provide insight into whether management's compensation aligns with shareholder value creation.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting held June 11, 2026; stockholders elected directors, ratified auditor, approved executive compensation, and amended equity plan.
Added in current filing · verify on EDGAR →
Proposal 5: The approval of an amendment to the Amended and Restated 2015 Equity Incentive Plan: ForAgainstAbstentionsBroker Non-Votes 95,735,50626,861,815123,2327,970,544
Stockholders approved an amendment to the 2015 Equity Incentive Plan with 95,735,506 votes in favor and 26,861,815 against. This amendment likely increases the share reserve or modifies plan terms to support ongoing equity compensation programs.
Show 4 minor / wording changes
Added in current filing · verify on EDGAR →
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 NomineeForWithheldBroker Non-Votes Rowan Chapman 106,832,02615,888,5277,970,544 Herm Rosenman 103,920,05018,800,5037,970,544 Jonathan Sheena 106,940,12415,780,4297,970,544 Name of Class I NomineeForWithheldBroker Non-Votes Eric H. Rubin 120,601,6582,118,8957,970,544
Stockholders elected Rowan Chapman, Herm Rosenman, and Jonathan Sheena as Class II directors to serve until 2029, and Eric H. Rubin as a Class I director to serve until 2028. All four nominees received majority support, with Rubin receiving the highest vote count at 120,601,658 shares in favor.
Added in current filing · verify on EDGAR →
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: ForAgainstAbstentionsBroker Non-Votes 129,786,351848,08856,6580
Stockholders ratified Ernst & Young LLP as the independent auditor for fiscal year 2026 with overwhelming support of 129,786,351 votes in favor versus 848,088 against. This represents routine approval of the company's external auditor.
Added in current filing · verify on EDGAR →
Proposal 3: The advisory vote on the compensation of the Company’s named executive officers: ForAgainstAbstentionsBroker Non-Votes 119,883,7002,492,978343,8757,970,544
Stockholders approved executive compensation on an advisory basis with 119,883,700 votes in favor and 2,492,978 against. This non-binding say-on-pay vote indicates strong shareholder support for the company's executive pay practices.
Added in current filing · verify on EDGAR →
Proposal 4: The advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers: One YearTwo YearsThree YearsAbstain 121,647,01236,823972,98263,736
Stockholders voted overwhelmingly for annual say-on-pay votes with 121,647,012 votes for one year versus 36,823 for two years and 972,982 for three years. This establishes the frequency of future executive compensation advisory votes.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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.
The filing confirms that company officers and directors can receive equity awards from the expanded share pool. This is a standard disclosure for equity plan amendments, indicating potential dilution to existing shareholders as management receives stock-based compensation.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 16, 2026 · How we verify