PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

8-K · pacb-20260603.htm iXBRL

0001299130 2026-06-03 2026-06-03

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 8-K
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of
 The Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported)
 June 3, 2026
 Pacific Biosciences of California, Inc.
 (Exact name of registrant as specified in its charter)

 Delaware 001-34899 16-1590339
 (State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)

 1305 O’Brien Drive
 Menlo Park , California 94025
 (Address of principal executive offices) (Zip Code)
 ( 650 ) 521-8000
 (Registrant’s telephone number, including area code)
 (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):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o 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 PACB The NASDAQ Stock Market LLC

 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 o
 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. o

 ITEM 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 On April 21, 2026, the board of directors (the "Board") of Pacific Biosciences of California, Inc. (the “Company”), at the recommendation of the compensation committee of the Board, approved an amendment (the “Amendment”) to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, to reserve an additional 16,000,000 shares of the Company’s common stock (the “Additional Shares”) for issuance pursuant to the 2020 Plan. As described below under Item 5.07, the stockholders of the Company approved the Amendment at the annual meeting of stockholders held virtually on June 3, 2026 (the “Annual Meeting”).
 A more complete description of the material terms of the Amendment and 2020 Plan can be found in “Proposal 4: Approval of Amendment to the 2020 Equity Incentive Plan” in the Company’s definitive proxy statement originally filed with the Securities and Exchange Commission (“SEC”) on April 23, 2026 (as supplemented, the “Proxy Statement”), which description is incorporated by reference herein. The foregoing descriptions and the descriptions incorporated by reference from the Proxy Statement are qualified by reference to the full text of the 2020 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference herein.

 ITEM 5.07.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 The Company held the Annual Meeting on June 3, 2026. Of the 310,487,099 shares of the Company’s common stock outstanding as of 5:00 p.m. (Pacific time) on April 6, 2026, the record date for the Annual Meeting, 203,009,375 shares were represented at the Annual Meeting, either by virtual attendance or by proxy, constituting approximately 65% of shares of common stock entitled to vote at the Annual Meeting. The four matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below:
 Proposal 1: Election of Four Class III Directors

 Name of Director For Against Abstain Broker Non-Votes
 William Ericson 128,010,323 8,109,601 1,111,140 65,778,311
 Kathy Ordoñez 130,522,400 5,673,816 1,034,848 65,778,311
 Christopher M. Smith 131,731,235 4,069,337 1,430,492 65,778,311
 Chris Gibson, Ph.D. 131,899,750 4,107,270 1,224,044 65,778,311
 Christian O. Henry 129,999,918 5,924,115 1,307,031 65,778,311
 John F. Milligan, Ph.D. 130,471,635 5,650,906 1,108,523 65,778,311

 Each director nominee was duly elected to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal.
 Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

 For Against Abstain Broker Non-Votes
 198,046,666 3,990,483 972,226 —

 The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
 Proposal 3: Advisory Vote on Approval of Named Executive Officer Compensation

 For Against Abstain Broker Non-Votes
 114,050,930 21,239,989 1,940,145 65,778,311

 The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
 Proposal 4: Approval of Amendment to the 2020 Equity Incentive Plan

 For Against Abstain Broker Non-Votes
 114,865,820 20,469,132 1,896,112 65,778,311

 The stockholders approved the amendment to the 2020 Plan to increase the number of shares of the Company’s common stock reserved thereunder.

 ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

 (d) Exhibits.

 Exhibit No. Description
 10.1+* Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended

 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 + Indicates management contract or compensatory plan.
 * Filed herewith.

 SIGNATURE
 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.

 Pacific Biosciences of California, Inc.

 By: /s/ Brett Atkins
 Brett Atkins
 General Counsel
 Date: June 4, 2026