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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

TXG$59.28+2.1%Stored close · as of Nov 6, 2026
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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 RegistrantxFiled by a Party other than the Registranto
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
xNo fee required.
oFee paid previously with preliminary materials.
oFee 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 STOCKHOLDERS1
ABOUT THE MEETING4
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE10
DIRECTOR COMPENSATION20
PROPOSAL ONE: Election of Directors23
PROPOSAL TWO: Ratification of Independent Registered Public Accounting Firm29
AUDIT COMMITTEE REPORT31
PROPOSAL THREE: Approval of Amendment to Amended and Restated Bylaws32
PROPOSAL FOUR: Advisory Vote on Executive Compensation34
COMPENSATION COMMITTEE REPORT36
EXECUTIVE OFFICERS37
EXECUTIVE COMPENSATION39
PAY-VERSUS-PERFORMANCE68
STOCK OWNERSHIP72
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS76
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS77
OTHER MATTERS78
PROPOSALS OF STOCKHOLDERS FOR OUR 2025 ANNUAL MEETING79
APPENDIX A - AMENDED AND RESTATED BYLAWSA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.