DEF 14A: Natera, Inc. Announces 2024 Annual Meeting of Stockholders, Outlines Key Proposals

Natera, Inc. has scheduled its 2024 Annual Meeting of Stockholders for June 12, 2024, to address director elections, auditor ratification, executive compensation, and an equity incentive plan amendment.

Summary

• Natera, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 12, 2024.
• Stockholders will vote on the election of three Class III directors, the ratification of Ernst & Young LLP as the independent accounting firm, an advisory vote on executive compensation, and the approval of an amended and restated 2015 Equity Incentive Plan.
• The board of directors recommends voting in favor of all proposals.
• The meeting will be a virtual meeting accessible at www.virtualshareholdermeeting.com/NTRA2024.
• The proxy materials are available online at www.proxyvote.com.
• The notice of internet availability of proxy materials was mailed to stockholders on or around April 24, 2024.
• Total revenues for 2023 were $1,082.6 million, a 32% increase over 2022.
• Approximately 2.5 million tests were processed in 2023.
• Oncology tests increased by 73.5% over 2022, totaling approximately 340,700 tests.
• The company acquired certain reproductive health assets from Invitae Corp. in January 2024.
• The company completed enrollment in the Phase III ALTAIR trial in colorectal cancer, with initial results expected in 2024.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance and strategic initiatives, but acknowledges inherent risks and uncertainties.

Positives

• Strong revenue growth in 2023, with total revenues reaching $1,082.6 million, a 32% increase year-over-year.
• Significant increase in oncology tests processed, with a 73.5% rise compared to 2022.
• Acquisition of reproductive health assets from Invitae Corp. expands the company's offerings.
• Completion of enrollment in the Phase III ALTAIR trial positions the company for potential advancements in colorectal cancer treatment.
• Expanded Medicare coverage and achieved first commercial coverage policies for Signatera.
• Achieved Medicare coverage and expanded commercial coverage for our Prospera test in heart and lung transplantation.

Risks

• The document contains forward-looking statements subject to known and unknown risks and uncertainties.
• The company operates in a very competitive and rapidly changing environment.
• The company's management cannot predict all risks, nor can it assess the impact of all factors on its business.

Future Outlook

The company aims to make personalized genetic testing and diagnostics part of the standard of care to protect health and inform earlier and more targeted interventions that help lead to longer, healthier lives.

Industry Context

The company competes in the diagnostics industry, particularly in women's health, oncology, and organ health, utilizing its proprietary molecular and bioinformatics technology.

Comparison to Industry Standards

• Compared to the potential share dilution resulting from recent share requests of peer companies in our Global Industry Classification Standard industry group with a market capitalization between $1,000,000,000 and $2,000,000,000, our potential dilution falls below the median of 20.59% dilution, at the 45th percentile of such requests.
• Compared to the potential share dilution resulting from the share requests of such peer companies that have conducted share requests each year for the preceding five years, our potential dilution falls at the 31st percentile, significantly below the median of 23.84% dilution.

Related Party Transactions

• In February 2024, we entered into a collaboration and commercialization agreement (the Collaboration Agreement) with MyOme, Inc. (MyOme) pursuant to which the parties will partner to offer certain genetic testing services to be developed and funded solely by MyOme and overseen by a joint steering committee.
• In connection with the Collaboration Agreement, we received a 10-year warrant to purchase 3,058,485 shares of MyOmes common stock at a strike price of $0.25 per share, which will vest upon a MyOme liquidity event (as defined in MyOmes certificate of incorporation).
• Subject to our achievement of certain commercialization milestones, we may receive additional warrants to purchase MyOme's Series B Preferred Stock.
• To the extent the genetic testing services are successfully commercialized, we will owe certain royalty payments to MyOme.
• Also, as previously disclosed, in December 2021, we participated in MyOmes series B financing, pursuant to which we purchased series B preferred shares and warrants exercisable for shares of MyOme series B preferred shares for an aggregate purchase price of approximately $4 million.
• As a result of this transaction, and including the shares underlying the warrants, we are a beneficial holder of approximately 5.25% of the outstanding shares of MyOme.

Stakeholder Impact

• Stockholders are encouraged to participate in the Annual Meeting and vote on the proposals.
• Employees are subject to a code of conduct and are encouraged to report any unlawful or unethical behavior.
• The company seeks to create positive environmental and social impacts by supporting its employees, connecting with its communities, and being prudent stewards over the company.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to focus on expanding its product portfolio and launching new products.
• The company will continue to monitor and manage risks associated with its business.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, Directors, Executive Compensation, Equity Incentive Plan, Ernst & Young, Natera, Voting, Governance, Financial Results, Oncology, Womens Health, Organ Health, Genetics, Diagnostics