10x Genomics Inc
For the period ended Jun 11, 2024. Filed Apr 26, 2024.
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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 11, 2024 · Filed Apr 26, 2024
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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
| Filed by the Registrant | x | Filed by a Party other than the Registrant | o |
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| Check the appropriate box: | |
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| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
| Payment of Filing Fee (Check the appropriate box): | |
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| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11. |
April 26, 2024
To Stockholders of 10x Genomics, Inc.:
Our 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”) will be held on Tuesday, June 11, 2024 at 1:30 p.m. PDT. The 2024 Annual Meeting will be conducted exclusively online via a live webcast. You will be able to attend the meeting, submit your questions online during the meeting and vote your shares electronically at the meeting by visiting https://web.lumiconnect.com/213535898. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting physically in person. The attached notice and proxy statement describe the formal business to be transacted at the meeting.
Whether or not you attend the virtual 2024 Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to vote promptly and submit your proxy via regular mail, online or by telephone. The 2024 Annual Meeting is being held so that stockholders may consider:
Proposal One: the election of the Class II director listed in the accompanying proxy statement, to serve a three-year term expiring at the 2027 annual meeting of stockholders or until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification or removal;
Proposal Two: the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
Proposal Three: the approval of an amendment to our amended and restated bylaws such that the bylaws may be amended by the board of directors without requiring stockholder approval; and
Proposal Four: a vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers.
The board of directors recommends that you vote FOR the election of the nominee named in Proposal One of the accompanying proxy statement and FOR each of Proposals Two, Three and Four. Information about the matters to be acted upon at the 2024 Annual Meeting is contained in the accompanying proxy statement.
On behalf of the board of directors and the officers and employees of 10x Genomics, Inc., I would like to take this opportunity to thank our stockholders for their continued support.
Sincerely,
Serge Saxonov
Chief Executive Officer and Director
| Table of Contents | |
|---|---|
| Page | |
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 1 |
| ABOUT THE MEETING | 4 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 10 |
| DIRECTOR COMPENSATION | 20 |
| PROPOSAL ONE: Election of Directors | 23 |
| PROPOSAL TWO: Ratification of Independent Registered Public Accounting Firm | 29 |
| AUDIT COMMITTEE REPORT | 31 |
| PROPOSAL THREE: Approval of Amendment to Amended and Restated Bylaws | 32 |
| PROPOSAL FOUR: Advisory Vote on Executive Compensation | 34 |
| COMPENSATION COMMITTEE REPORT | 36 |
| EXECUTIVE OFFICERS | 37 |
| EXECUTIVE COMPENSATION | 39 |
| PAY-VERSUS-PERFORMANCE | 68 |
| STOCK OWNERSHIP | 72 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 76 |
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 77 |
| OTHER MATTERS | 78 |
| PROPOSALS OF STOCKHOLDERS FOR OUR 2025 ANNUAL MEETING | 79 |
| APPENDIX A - AMENDED AND RESTATED BYLAWS | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.