Item 5.08. Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01. Other Events.
The Board of Directors of 23andMe Holding Co. (the "Company") has determined
that the date of its 2022 Annual Meeting of Stockholders (the "2022 Annual
Meeting") will be Thursday, August 25, 2022. The 2022 Annual Meeting will be a
virtual-only meeting conducted via remote communications. The time and meeting
website information for the 2022 Annual Meeting will be set forth in the
Company's proxy statement for the 2022 Annual Meeting, which will be filed prior
to the 2022 Annual Meeting with the Securities and Exchange Commission ("SEC").
The record date for the determination of stockholders entitled to receive notice
of and to vote at the 2022 Annual Meeting will be July 1, 2022. Because the
Company did not hold an annual meeting of stockholders in 2021, the Company is
filing this Current Report on Form 8-K to provide the due date for the
submission of any qualified stockholder proposals or qualified stockholder
director nominations.
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any stockholder proposal intended to be considered
for inclusion in the Company's proxy materials for the 2022 Annual Meeting must
be delivered to, or mailed to and received at, the Company's principal executive
offices located at 349 Oyster Point Blvd., South San Francisco, California
94080, Attention: Legal, on or before the close of business on June 1, 2022,
which the Company has determined to be a reasonable time before it expects to
begin to print and distribute its proxy materials for the 2022 Annual Meeting.
In addition to complying with this deadline, stockholder proposals intended to
be considered for inclusion in the Company's proxy materials for the 2022 Annual
Meeting must also comply with all applicable SEC rules, including Rule 14a-8 of
the Exchange Act.
Pursuant to the Company's Amended and Restated Bylaws (the "Bylaws"), any
stockholder seeking to raise a proposal outside the processes of Exchange Act
Rule 14a-8 or make a director nomination for consideration at the 2022 Annual
Meeting must comply with the requirements of the Bylaws, including delivering
such proposals and/or nominations to the principal executive offices of the
Company located at 349 Oyster Point Blvd., South San Francisco, California
94080, Attention: Legal, no earlier than April 27, 2022 and no later than close
of business on May 27, 2022. Any proposal or nomination received outside of such
dates will be considered untimely and will not be considered at the 2022 Annual
Meeting. Any stockholder proposal or director nomination must also comply with
the rules and regulations promulgated by the SEC and the Bylaws, as applicable.
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