Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 28, 2020, Natera, Inc. ("Natera") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, Natera's stockholders voted on four proposals, each of which is described in more detail in Natera's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 16, 2020.

Only stockholders of record as of the close of business on April 9, 2020, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 78,656,921 shares of Natera's common stock were outstanding and entitled to vote at the Annual Meeting. The holders of a total of 71,677,673 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of common stock of Natera was entitled to one vote for each share of common stock held as of the close of business on the record date.

The tabulation of the stockholders' votes on each proposal brought before the Annual Meeting is as follows:





Proposal 1: The election of three directors to serve as Class II directors until
the 2023 annual meeting of stockholders and until his or her successor is duly
elected and qualified:



Name                 For        Withheld    Broker Non-Votes
Rowan Chapman     64,524,997    559,797        6,592,879
Herm Rosenman     32,863,114   32,221,680      6,592,879
Jonathan Sheena   43,953,079   21,131,715      6,592,879

Proposal 2: The ratification of the appointment of Ernst & Young LLP as Natera's independent registered public accounting firm for the fiscal year ending December 31, 2020:





   For       Against   Abstentions   Broker Non-Votes
71,411,312   235,231     31,130             0




Proposal 3: The advisory vote on the compensation of Natera's named executive
officers:



   For        Against    Abstentions   Broker Non-Votes
61,700,855   3,337,577     46,362         6,592,879

Proposal 4: The advisory vote on the frequency of an advisory vote on the compensation of Natera's named executive officers:

One Year Two Years Three Years Abstentions Broker Non-Votes 64,000,676 13,109 131,411 939,598 6,592,879

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