20200306 8-K




Washington, DC 20549



Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 2,  2020 

Pacific Biosciences of California, Inc.

(Exact name of registrant as specified in its charter)










(State or other jurisdiction

of incorporation)



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):

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


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.001 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.


In conjunction with its annual review of the leadership structure of the board of directors (the “Board”) of Pacific Biosciences of California, Inc. (the “Company”) and in keeping with good governance practices, the Board has decided to separate the Chair and Chief Executive Officer positions.    On March 2, 2020, the Board appointed Christian O. Henry as Chairman of the Board, effective immediately. Michael Hunkapiller will continue to serve as a member of the Board and the President and Chief Executive of the Company.

In connection with Mr. Henry’s appointment as Chairman of the Board, Mr. Henry  will receive an additional annual retainer of $35,000 as well as a stock option to purchase 35,000 shares of the Company’s common stock. 

In light of the appointment of an independent Chairman, the Board eliminated the position of Lead Independent Director. As a result, William Ericson will no longer serve as the Company’s Lead Independent Director, but will continue to serve as a member of the Board, Chair of the Compensation Committee of the Board and member of the Nominating and Corporate Governance Committee of the Board. 


(d) Exhibits

Exhibit No. Description

99.1Press Release dated March 5, 2020 titled “Christian Henry Appointed Chairman of Pacific Biosciences’ Board of Directors”




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.




/s/ Susan K. Barnes


Susan K. Barnes

Executive Vice President, Chief Financial Officer & Principal Accounting Officer

Date: March 5, 2020 

Exhibit 991

Exhibit 99.1


Christian Henry Appointed Chairman of Pacific Biosciences’ Board of Directors

MENLO PARK, Calif., March 5,  2020  Pacific Biosciences of California, Inc. (Nasdaq:PACB), a leading provider of high-quality sequencing of genomes, transcriptomes and epigenomes, today announced that industry veteran Christian Henry has been appointed to serve as Chairman of its Board of Directors.

As part of its annual review of the leadership structure of Pacific Biosciences,  the Board of Directors decided to separate the Chairman and Chief Executive Officer positions in alignment with best practices.  

Mr. Henry will become Chairman of the Board, effective immediately and Dr. Michael Hunkapiller will continue to serve as President and Chief Executive of the Company, as well as an active member of the board.

Previously, Dr. Michael Hunkapiller held the combined roles of Chairman, President and Chief Executive Officer of Pacific Biosciences, and William Ericson, founding partner at Wildcat Venture Partners, held the role of Lead Independent Director of Pacific Biosciences.  With the appointment of Christian Henry as the independent Chairman of the Board, Mr. Ericson will step down as Lead Independent Director, and will also continue to serve as a member of the company’s board.

Henry, who has over 20 years of leadership experience and was previously Executive Vice President and Chief Commercial Officer at Illumina, joined the board in July 2018 and has served on its Compensation Committee since June 2019.

“Christian’s deep domain expertise has been a valuable addition to our Board,” stated Dr. Hunkapiller. “Having an independent board chair is considered a corporate governance best practice, and Christian’s experience at Illumina will serve him well in that role.” 

“I am pleased and honored to take on  the role of Chairman,” said Mr. Henry. “I joined the Board because of my enthusiasm for PacBio’s truly unique SMRT Sequencing technology and commercial potential I look forward to continuing to work with the company’s board and management team to drive even greater adoption of PacBio’s products in the global sequencing market.”

About Pacific Biosciences

Pacific Biosciences of California, Inc. (NASDAQ:PACB) offers sequencing systems to help scientists resolve genetically complex problems. Based on its novel Single Molecule, Real-Time (SMRT®) technology, Pacific Biosciences’ products enable: de novo genome assembly to finish genomes in order to more fully identify, annotate and decipher genomic structures; full-length


transcript analysis to improve annotations in reference genomes, characterize alternatively spliced isoforms in important gene families, and find novel genes; targeted sequencing to more comprehensively characterize genetic variations; and real-time kinetic information for epigenome characterization. Pacific Biosciences’ technology provides high accuracy, ultra-long reads, uniform coverage, and the ability to simultaneously detect epigenetic changes. PacBio® sequencing systems, including consumables and software, provide a simple, fast, end-to-end workflow for SMRT Sequencing. More information is available at www.pacb.com.

Forward-Looking Statements

All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to commercialization or market adoption, availability, uses, accuracy, quality or performance of, or benefits of using, products or technologies, the suitability or utility of methods, products or technologies for particular applications or projects, and other future events. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, changes in circumstances and other factors that are, in some cases, beyond Pacific Biosciences’ control and could cause actual results to differ materially from the information expressed or implied by forward-looking statements made in this press release. Factors that could materially affect actual results can be found in Pacific Biosciences’ most recent filings with the Securities and Exchange Commission, including Pacific Biosciences’ most recent reports on Forms 8-K, 10-K and 10-Q, and include those listed under the caption “Risk Factors.” Pacific Biosciences undertakes no obligation to revise or update information in this press release to reflect events or circumstances in the future, even if new information becomes available.



Nicole Litchfield



Trevin Rard