ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On April 12, 2022, the board of directors of Pacific Biosciences of California, Inc. (the "Company"), at the recommendation of the compensation committee of the board of directors, approved an amendment (the "Amendment") to the Company's 2020 Equity Incentive Plan (the "2020 Plan"), subject to stockholder approval, to reserve an additional 18,000,000 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 May 25, 2022 (the "Annual Meeting").

A more complete description of the material terms of the Amendment and 2020 Plan can be found in "Proposal 3: 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 14, 2022 (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 its 2022 Annual Meeting on May 25, 2022. Of the 224,329,439 shares of the Company's common stock outstanding as of the record date of March 31, 2022, 189,287,226 shares were represented at the Annual Meeting, either virtually in person or by proxy, constituting approximately 84.38% of shares of common stock entitled to vote at the Annual Meeting. The three 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 Three Class III Directors





Name of Director            For        Against     Abstain   Broker Non-Votes

David Botstein, Ph.D. 154,199,726 896,098 143,251 34,048,151 William Ericson 151,871,805 3,214,953 152,317 34,048,151 Kathy Ordoñez

           124,756,293   30,358,126   124,656      34,048,151

Each director nominee was duly elected to serve until the 2025 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
188,204,474   574,329   508,423

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, 2022.

Proposal 3: Approval of Amendment to the 2020 Equity Incentive Plan





    For        Against     Abstain   Broker Non-Votes
114,164,354   40,929,508   145,213      34,048,151

The stockholders approved the amendment to the Company's 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
  10.2+*      Form of Global Stock Option Agreement under the Pacific Biosciences of
            California, Inc. 2020 Equity Incentive Plan, as amended
  10.3+*      Form of Global Restricted Stock Unit Agreement under the 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.

© Edgar Online, source Glimpses