10x Genomics, Inc. (TXG) Earnings Call Transcript & Summary

Hello, and welcome to the 2023 10x Genomics Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting over to Dr. Serge Saxonov, Co-Founder and Chief Executive Officer of 10x Genomics. Dr. Saxonov, the floor is yours.

Good afternoon. It is a pleasure to welcome all of you to the 2023 Annual Meeting of Stockholders of 10x Genomics, Inc. I call this meeting to order. I'm Serge Saxonov, Co-Founder, Chief Executive Officer and a member of the Board of Directors of 10x Genomics. And I will act as Chairperson of the meeting. Eric Whitaker, our Chief Legal Officer, joins me in welcoming you today. I would also like to welcome the members of our Board of Directors and our executive team who are present at today's meeting. [ Anelise ], 10x's Corporate and Securities Council, will act as Secretary of the meeting. I'm also pleased to welcome Dan Coleman and Matt Con representatives of Ernst & Young, our external auditing firm, who are here to answer any appropriate questions. In addition, I'd like to welcome John Lundberg, a representative of American Stock Transfer & Trust Company, LLC, our transfer agent, who has been appointed to act as our inspector of election. Mr. Lundberg has signed an oath of office, which will be filed with the minutes of this meeting. Please note that this meeting is being recorded, and a replay of the full webcast will be posted to the Investor Relations section of our website at https://investors.10xgenomics.com as soon as practical.

Good afternoon. I'm Eric Whitaker, Chief Legal Officer of 10x Genomics. This meeting is the company's fourth annual meeting of stockholders as a public company and is also our fourth annual meeting conducted via live webcast. We believe in engaging our stockholders and maximizing their ability to meaningfully engage with us. Today's virtual annual meeting allows our stockholders to participate in the meeting regardless of their location. Stockholders are also permitted to submit questions and vote their shares online before the polls close. I will now turn the meeting over to [ Vanilla ], who will explain certain procedures for today's meeting.

Thanks, Eric. Before we get started, I would like to cover a few administrative matters. Today's meeting has been duly called and is being conducted in conformity with the laws of the state of Delaware and the company's charter and bylaws. The rules of conduct and procedures for this meeting are available by clicking the document icon at the top of the left side of your screen, then click on the document titled rules of conduct and procedures to view. It is 1:33 p.m. and the polls are open for voting and will close after a brief discussion of the proposals scheduled to be voted on today. If you have already voted and do not wish to change your vote, you do not need to do anything. If you haven't sorted or if you voted previously, but want to change your vote, you may do so now online by clicking on the proxy booking site link on the left side of your screen. We have 3 proposals scheduled to be voted on today. Serge will introduce each of the 3 proposals. We will then pause for questions on the proposals before closing the polls. The polls for each matter upon which stockholders will vote at this meeting will remain open until we announce that the polls are closed. No ballots or proxies or revocations or changes of proxies will be accepted after the polls are closed. Under the Section 203 of the company's bylaws in order for a stockholder proposal to have been properly brought before this 2023 Annual Meeting of Stockholders, the proposal was required to be submitted to the company's secretary not later than the close of business on the 19th day and not earlier than the close of business on the 120th day prior to June 14, 2023. Since no such proposals were submitted with respect to this annual meeting, no such proposals will be considered at this meeting. We will provide the preliminary results of the voting based on the preliminary report from Mr. Lundberg, who, as mentioned by Serge, has been appointed to act as Inspector of Election and is present at the meeting today. [Operator Instructions] In order to ensure that the business of the meeting proceeds in an ordinary fashion, we ask that you please observe the meeting rules and only submit questions directly related to the business of the meeting. And also out of consideration for others please limit yourself to 2 questions at a time. Please note that only validated stockholders with a control number will be able to ask questions. And in the interest of all stockholders, we will only address those questions that are common to the business of the meeting. We will then adjourn the meeting. Is it possible our discussion at today's meeting, including some of our comments and responses to your questions, may include forward-looking statements which are predictions, projections or other statements about future events. These statements are not historical facts and are subject to known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from such anticipated results, performance or achievement expressed or implied by such forward-looking statements. Accordingly, such forward-looking statements should not be relied upon, and except to the extent required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements. And thus, it should not be assumed that our silence over time means that actual events are occurring as expressed or implied in such forward-looking statements. Please refer to our discussions set forth under the forward-looking Statements section of our earnings releases as well as under the section Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2022, and in our opening report on Form 10-Q for the first quarter ended March 31, 2023, as such risks, uncertainties and factors may be updated in the company's periodic filings with the SEC. With that, I will now turn it back over to Serge.

Thanks, [ Vanilla ]. AST has delivered an affidavit of mailing that shows the proper advanced notice of this meeting and distribution of these documents was given to our stockholders of record as of the close of business on April 19, 2023, the date fixed by our Board of Directors as the record date for the determination of stockholders entitled to receive notice of and to vote at this meeting. A copy of the notice of this meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 19, 2023 are entitled to vote at this annual meeting, and the list of stockholders of record is available for your review by clicking on the document icon at the top of the left side of your screen, then click on the document titled list of stockholders to view. our first item of business is to determine whether we have a quorum for the purpose of transacting business. Mr. Lundberg, do you have report?

Yes. The stockholders list shows that holders of 98,117,778 shares of Class A common stock and 18,067,255 shares of Class B common stock of the company for a combined total of 278,790,328 votes are entitled to vote at this meeting. They are represented in person or by proxy at this meeting, a combined total of 238,312,359 votes, representing approximately 85.48% of the voting power of the Class A and Class B shares entitled to vote at this meeting.

Thank you. Because holders of the majority of the voting power of the shares entitled to vote at this meeting are present, in person or by proxy, we have a quorum for the transaction of business, and this meeting is duly convened. The next item of business is a description of the matters to be voted on at today's meeting. After all of the proposals have been presented, we will answer questions submitted by our stockholders. The polls will close after this discussion. The first proposal is the election of 3 Class I director nominees, each to serve a 3-year term expiring at our 2026 Annual Meeting of Stockholders or until such director's successor is duly elected and qualified or until such directors' earlier death, resignation, disqualification or removal. The Board of Directors recommends the election of Serge Saxonov, Ben Hindson, and John Stuelpnagel as Class I directors of the company. Because we have an advanced notice provision in our bylaws, all further nominations are closed. The next proposal is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for our fiscal year ending December 31, 2023. The Board of Directors recommends the stockholders vote in favor of this proposal. And finally, the last proposal is to consider a non-binding advisory resolution commonly known as a say-on-pay proposal to approve the compensation of our named executive officers. The Board of Directors recommends that stockholders vote in favor of this proposal.

This concludes our presentation of the proposals at this meeting. Does anyone have any questions related to any of the proposals.

Thanks, Serge, and Eric. At this time, no questions have been submitted by stockholders. Having not received any questions, I'm now going to proceed with the voting. As mentioned previously, if you have already voted and do not wish to change your vote, you do not need to do anything. If you haven't voted or if you voted previously or want to change your vote, you may now do so online by checking -- by clicking on the proxy voting site link on the left side of your screen. The polls will be closing shortly. [Voting]

Now that time has been given to vote, it is 1:42 p.m., and I hereby declare the polls closed for voting.

At this time, I will ask [ Vanilla ] to report the preliminary results of the voting.

The preliminary report of the Inspector of Election indicates that each of Serge Saxonov, Ben Hindson, and John Stuelpnagel has been duly elected to our Board of Directors. [indiscernible] appointment of Ernst & Young as independent registered public accounting firm for fiscal year 2023 has been ratified and that our stockholders have approved on a non-binding advisory basis, the compensation paid to our named executive officers. The final quarterly results will be contained in a Form 8-K that will be filed with the SEC within full business days following this meeting. This concludes the formal business information.

Thank you for attending today's meeting. We will now entertain questions from stockholders. Representatives from EY are also available to answer appropriate questions from stockholders. Please be mindful of voting rules. I declare the meeting adjourned at 1:43 p.m. Pacific Time, June 14, 2023. Again, thank you for your time today and for the interest you have shown in affairs of the company. We very much appreciate your attendance. And as always, thank you for your support.