PROG Progenity

Filed: 16 Jun 21, 4:30pm












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2021



Progenity, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware 001-39334 27-3950390

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


4330 La Jolla Village Drive,

Suite 200, San Diego, CA

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 293-2639

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.001 per share PROG The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07.

Submission of Matters to a Vote of Security Holders.

Progenity Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders on June 14, 2021 (the “Annual Meeting”), which was reconvened after adjourning on June 2, 2021. Stockholders acted on the following items of business at the Annual Meeting:



The following nominees for Director were elected to serve until the 2022 Annual Meeting of Stockholders based upon the following votes:



  Votes For   Votes Withheld   Broker Non-Votes 

Harry Stylli, Ph.D.

   49,179,927    2,189,968    3,975,847 

Jeffrey D. Alter

   48,835,002    2,534,893    3,975,847 

John T. Bigalke

   49,656,411    1,713,484    3,975,847 

Jeffrey A. Ferrell

   49,047,532    2,322,363    3,975,847 

Brian L. Kotzin, M.D.

   50,262,499    1,107,396    3,975,847 

Samuel R. Nussbaum, M.D.

   49,552,506    1,817,389    3,975,847 

Lynne Powell

   50,233,724    1,136,171    3,975,847 



The appointment of KPMG LLP as the independent registered public accounting firm of the Company for 2021 was ratified as follows:


Votes For

   Votes Against   Abstentions   Broker Non-Votes 
 55,253,418    82,849    9,475    0 


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 16, 2021  Progenity, Inc.

/s/ Harry Stylli, Ph.D.

   Harry Stylli, Ph.D.
   Chairman and Chief Executive Officer