Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2019 (September 9, 2019)


Personalis, Inc.

(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)




1330 O’Brien Drive

Menlo Park, California 94025



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 752-1300

Not Applicable

(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 Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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





Name of each exchange on which registered

Common Stock, $0.0001 par value per share




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 

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. 





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2019, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Personalis, Inc., a Delaware corporation (the “Company”), elected Karin Eastham to the Board as a Class III director, effective immediately. Ms. Eastham’s term will expire, along with the terms of the other Class III directors, at the Company’s annual meeting of stockholders in 2022. There are no arrangements or understandings between Ms. Eastham and any other persons pursuant to which she was selected as a director. The Board has determined that Ms. Eastham qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Ms. Eastham that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Pursuant to the Company’s amended and restated non-employee director compensation policy as currently in effect, Ms. Eastham will receive an annual cash retainer of $40,000, as well as an initial stock option grant of 24,000 shares of the Company’s common stock (the “Initial Grant”). The Initial Grant will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant, subject to continued service through each applicable vesting date. The Company has also entered into its standard form of indemnification agreement with Ms. Eastham.




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 thereunto duly authorized.


Date: September 12, 2019


Personalis, Inc.








/s/ Aaron Tachibana




Aaron Tachibana




Chief Financial Officer