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23andMe Independent Board Directors Resign, Citing Lack of Progress on Take-Private Proposal

This article was updated to state which committees each director sat on. 

NEW YORK – The independent directors of 23andMe's board resigned on Tuesday, citing an ongoing lack of progress from CEO Anne Wojcicki in her effort to submit a proposal to take the company private.

Roelof Botha, Patrick Chung, Sandra Hernández, Neal Mohan, Valerie Montgomery Rice, Richard Scheller, and Peter Taylor submitted a letter of resignation, which the company published after market close.

Taylor, Botha, and Chung sat on the board's Audit Committee; Rice, Chung, and Mohan sat on the Compensation Committee; and Hernandez and Taylor sat on the Special Committee.

"After months of work, we have yet to receive from you a fully financed, fully diligenced, actionable proposal that is in the best interests of the non-affiliated shareholders," the directors wrote. "We believe the special committee and the board have provided ample time for you to submit such a proposal. That we have not seen any notable progress over the last five months leads us to believe no such proposal is forthcoming. The Special Committee is therefore unwilling to consider further extensions, and the Board agrees with the Special Committee’s determination."

Because of differences in questions of "strategic direction" and due to Wojcicki's concentrated voting power, the directors wrote that they believe that shareholder interests are best met by their immediate resignation rather than carrying on under a "protracted and distracting difference of view" with Wojcicki.

"We are proud of what 23andMe has achieved in pioneering direct access to genetic information, and we have been honored to have had the opportunity to be part of those efforts," the directors wrote.

Wojcicki first proposed taking the company private in April and submitted a proposal to do so in August, which the board of directors rejected.

The resignation of the independent directors is the latest in a number of hits that the beleaguered company has taken this year. The company has reported year-over-year revenue declines throughout its past three fiscal quarters, and earlier this week, the firm agreed to pay $30 million to settle a class action lawsuit stemming from last year's data breach, which affected nearly 7 million customers.