Natera, Inc. (NTRA) Earnings Call Transcript & Summary

Hello to everyone. It is my pleasure to welcome you to the 2021 Annual Meeting of Stockholders of Natera, Inc. My name is Matthew Rabinowitz. I'm the Executive Chairman of Natera. We are holding this meeting virtually in light of the public health impact of the COVID-19 pandemic to support the health, safety and well-being of our directors, management, stockholders and community. On behalf of Natera's offices and directors, I want to express our appreciation for your interest in the company's activities, and thank you for participating in this meeting. Our independent registered public accountants, Ernst & Young and our outside counsel, Gunderson Dettmer, are also in attendance. Thank you all for joining us today. The agenda for the meeting is as follows: first, we will provide an overview of certain formal matters relating to the meeting, and the poll will be open to vote on the proposals that are the subject of this meeting. The polls will then be closed, and we will announce the preliminary results of the proposals, and that will conclude the formal business portion of the meeting. Following the formal portion of the meeting, we will address questions to the extent relevant to the business of the meeting. If you wish to ask a question, please do so through the virtual meeting portal. At this time, I will ask Tami Chen, Natera's Assistant Secretary to conduct a formal portion of the meeting. Tami?

Thanks, Matt. Hello. The meeting is now called to order. A copy of the agenda and rules of conduct for today's meeting has been posted in the materials section of the virtual meeting portal. As you can see from the agenda, we'll be considering 3 proposals. Steve Chapman and Mike Brophy have been appointed proxies for the vote. A representative from Gunderson Dettmer has been appointed as the inspector of election. Natera commenced mailing the notice of Internet availability of proxy materials on April 13, 2021. The notice was mailed to all stockholders of record as of April 1, 2021 -- all stockholders of record as of April 1, 2021, the record date. All of those stockholders are entitled to vote at this meeting. An affidavit of mailing signed by a representative of Broadridge Financial Solutions, which certifies that notice of this meeting has been duly given and that the notice of the 2021 Annual Meeting of Stockholders proxy statement and proxy cards were mailed or made available on or about April 13, 2021, to all stockholders of record as of the close of business on April 1, 2021. And a certified list of stockholders who are entitled to vote at this meeting has been available at our corporate offices. In addition, the inspector of election has signed an oath of office on behalf of Gunderson Dettmer. The affidavit of mailing and oath of inspector of election, and together with copies of the notice, proxy statement, proxy card and other proxy materials will be filed with the minutes of this meeting. The inspector has examined the proxies received and reports that a majority of common stock issued outstanding and entitled to vote is present in person or by proxy. Therefore, proper notice of this meeting has been given and a quorum of stockholders is present, so the meeting is duly constituted and is able to transact business. It is now 11:33 a.m. Pacific Time. The polls are now open for stockholders attending the meeting to vote on the matters described in the proxy. Each holder of common stock will have the right to vote one vote per share of common stock. Any stockholder who hasn't voted or wishes to change or revoke their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. We'll now move on to the election of 4 Class III directors for a 3-year term expiring at our 2024 Annual Meeting or until their earlier resignation. The nominees are Roelof Botha, Steve Chapman, Todd Cozzens and Matthew Rabinowitz. The Board has unanimously recommended that the stockholders vote for all the nominees listed in proposal number one. Proposal 2 is a proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2021. The Board has unanimously recommended that the stockholders vote for this proposal. Proposal 3 is a proposal to approve on a nonbinding advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement. The Board has unanimously recommended that the stockholders vote for this proposal. These are the 3 proposals on the ballot. Please use the next minute to submit your vote via this meeting portal, if you haven't already done so. [Voting]

It is now 11:35 a.m. Pacific Time. Now that everyone has had the opportunity to vote, I hereby declare that the polls are now closed. At this time, I would like the inspector of election to report on the results of the voting.

Based upon all the proxies and ballots received prior to the commencement of the meeting and subject to final adjustment of the numbers for any votes cast at today's virtual annual meeting, I can tell you that Roelof Botha, Steve Chapman, Todd Cozzens and Matthew Rabinowitz have been elected to the Board of Directors by a plurality of the votes cast in person or by proxy to serve as Class III directors for a 3-year term expiring at the company's 2024 Annual Meeting of stockholders. The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, has been ratified by a majority of the shares present in person or by proxy, and the approval on a nonbinding advisory basis of the compensation of the company's named executive officers as disclosed in the proxy statement.

The inspector of election will conduct a final count of all votes on these matters, and the final results will be included in the minutes of this meeting. A full tally of the votes will be published in a current report on Form 8-K that we expect to file within 4 business days after this meeting. Noting that there have been no questions submitted relating to the business of the meeting. We now conclude the formal business of the meeting. This annual meeting of stockholders is hereby adjourned. Thank you, everyone.