Natera Inc
For the period ended Jun 12, 2025. Filed Apr 24, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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NATERA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Voluntary Electronic Delivery of Proxy Materials
A Sustainable Future Demands Informed Strategic Decisions Today
| As part of our efforts to develop and maintain a strong ethos of sustainability, responsibility, and stewardship, we seek out commercial solutions to address sustainability-related risks and opportunities. We are proud of the reductions of our carbon footprint resulting from our recent sustainability initiatives, and intend to continue to strive for further improvements. Electronic delivery of proxy materials as described here is one such initiative. | |
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| We encourage our stockholders to elect to receive distributions of our Annual Report and Proxy Statement by electronic delivery, to help contribute to our sustainability efforts.Electronic delivery offers many benefits, including:●Quickest delivery of the proxy statement, annual report and related materials to stockholders●Convenient online voting, available 24 hours a day●Sustainability●Reduced printing and mailing expenseYou can change your preference at any time. | How to Elect Electronic Delivery |
| If you are a stockholder of record(meaning your shares of common stock are registered directly in your name with Computershare, our transfer agent) | If you are a beneficial owner(meaning your shares are held in “street name” in an account at a brokerage firm, bank, broker-dealer or other similar organization) |
| INTERNETwww.proxyvote.com | MOBILE DEVICEScan the QR code |
Environmental Impact Statement
Combined with your adoption of electronic delivery of proxy materials, and the elimination of 23,749* printed sets of proxy materials, we can reduce the impact on the environment by:
Using 42.7 fewer tons of wood, or the equivalent of 256 trees
Using 272 million fewer BTUs, or the equivalent of the amount of energy used by 324 residential refrigerators for one year
Using 192,000 million fewer pounds of greenhouse gas emissions, including CO2, or the equivalent of 17.4 automobiles running for one year
Saving 229,000 gallons of water, or the equivalent of 165 clothes washers operating for one year
Eliminating 12,600 pounds of solid waste
Reducing hazardous air pollutants by 17.1 pounds
Environmental impact estimates were calculated using the Environmental Paper Network Paper Calculator. For more information visitwww.papercalculator.org.
- Number of our stockholders in 2024 who elected to receive proxy materials electronically instead of hard copy.
April 24, 2025
Dear Stockholder:
| You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Natera, Inc. (the Annual Meeting) that will be held on Thursday, June 12, 2025 at 11:30 a.m. Pacific Time. The meeting will be held as a virtual meeting, which will be conducted via live webcast. You will be able to attend and participate in the Annual Meeting online, including viewing the meeting, submitting questions and voting, by visiting www.virtualshareholdermeeting.com/NTRA2025 on the meeting date and following the instructions contained on your notice of Annual Meeting, on your proxy card, or on the instructions accompanying your proxy materials.Details regarding attending the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. We encourage you to read this information carefully.Three individuals have been nominated for election as Class I directors to our board of directors at the Annual Meeting. In addition, we will ask stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, and to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in this proxy statement. We will also ask stockholders to approve an amendment to our 2015 Equity Incentive Plan. Our board of directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the Annual Meeting.We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the Internet. On or around April 24, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy statement for our 2025 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Annual Report). The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.Thank you for your ongoing support of Natera.Very truly yours,Steve ChapmanChief Executive Officer and President | | | | |
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| Your vote is important.Whether or not you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the virtual Annual Meeting. Please review the instructions on the Notice you received in the mail regarding each of these voting options. If you attend the virtual Annual Meeting, you will have the right to revoke your proxy and vote your shares. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares. | ||||
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Notice of Annual Meeting for 2025 Annual Meeting of Stockholders
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| When | Where | Who | How To Attend and Vote | |||
| Thursday, June 12, 2025 at 11:30 a.m. Pacific Time. | | The Annual Meeting will be held in virtual meeting format at www.virtualshareholdermeeting.com/NTRA2025. There is no physical location for the Annual Meeting. For instructions on how to attend and vote your shares at the virtual Annual Meeting, see the information in the accompanying proxy statement in the section titled “Questions and Answers About Procedural Matters.” | | You are entitled to vote if you were a record owner of Natera, Inc. common stock as of the close of business on April 15, 2025. A list of stockholders of record will be available during the 10 days prior to the Annual Meeting at our principal executive offices located at 13011 McCallen Pass, Building A Suite 100, Austin, Texas 78753. | | Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified herein or at any time and date to which the Annual Meeting may be properly adjourned or postponed. |
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement, vote by following the instructions in the Notice of Internet Availability of Proxy Materials (the Notice) that you received, and submit your proxy by the Internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. If you hold your shares through an account with a broker, bank, trustee, or other nominee, please follow the instructions you receive from them to vote your shares. You may change or revoke your proxy at any time before it is voted at the virtual Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled“Questions and Answers About Procedural Matters.”
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| Items of Business: | Board’s VotingRecommendation | MoreInformation | |
| 1 | To elect the three directors named in the proxy statement accompanying this notice to serve as Class I directors until the annual meeting of stockholders held in 2028 and until their successors are duly elected and qualified. | “FOR each” | (page 7) |
| 2 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | “FOR” | (page 14) |
| 3 | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in this proxy statement. | “FOR” | (page 16) |
| 4 | To approve an amendment to our Amended and Restated 2015 Equity Incentive Plan. | “FOR” | (page 17) |
| By order of the board of directors,Steve ChapmanChief Executive Officer and President | If you have any questions regarding this information or the proxy materials, please visit our website at www.natera.com or contact our investor relations department at 650-980-9190.This notice of Annual Meeting, proxy statement, and accompanying form of proxy card are being made available on or about April 24, 2025.The Notice will be mailed to stockholders of record on or about April 24, 2025. The Notice contains instructions on how to access our proxy statement for our 2025 Annual Meeting of Stockholders and our 2024 Annual Report (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.