CareDx Inc.

06/15/2026 | Press release | Distributed by Public on 06/15/2026 14:16

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2026, CareDx, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved an amendment (the "Plan Amendment") to the Company's 2024 Equity Incentive Plan (as previously amended by Amendment No. 1, the "Plan") in accordance with the voting results set forth below under Item 5.07. The Plan Amendment was previously adopted by the Company's Board of Directors at its meeting on April 21, 2026, subject to and effective upon stockholder approval. The material terms of the Plan Amendment were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the "Proxy Statement") under the caption "Proposal No. 5 Approval of Amendment to the 2024 Equity Incentive Plan."
The Plan Amendment authorizes an increase in the available shares reserved under the Plan by 1,600,000 shares, or approximately 3.1% of common shares issued and outstanding, subject to adjustment as provided in the Plan, and an equivalent increase in the number of shares of stock available for grant pursuant to incentive stock options, as more fully described in the Proxy Statement.
The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As described above, on June 11, 2026, the Company held its Annual Meeting. 48,142,732 shares of common stock, representing approximately 93% of the total outstanding shares entitled to vote at the Annual Meeting, were present virtually or represented by proxy, which constituted a quorum for the transaction of business. The Company's stockholders who were present virtually or represented by proxy voted on five proposals at the Annual Meeting, each of which is described below and more fully in the Proxy Statement.
At the Annual Meeting, the Company's stockholders voted on the following proposals:
1.To elect Fred E. Cohen, M.D., D. Phil, R. Bryan Riggsbee and Suresh Gunasekaran as Class II directors, and Michael D. Goldberg and John W. Hanna as Class III directors, each to serve a one-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, resignation or removal.
2.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
3.To approve, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
4.To approve, on a non-binding advisory basis, of the frequency of advisory votes on the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
5.To approve the amendment of the Company's 2024 Equity Incentive Plan to increase the available shares reserved thereunder.
The final voting results for each of these proposals are as follows:
Proposal 1: Election of three Class II directors and two Class III directors, identified in the table below, each to serve a one-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, resignation or removal.
Nominees
Class
Shares
For
Shares
Withheld
Broker
Non-Votes
Fred E. Cohen, M.D., D. Phil
II
40,271,984
1,041,038
6,829,710
R. Bryan Riggsbee
II
38,851,207
2,461,815
6,829,710
Suresh Gunasekaran
II
41,091,649
221,373
6,829,710
Michael D. Goldberg
III
38,837,463
2,475,559
6,829,710
John W. Hanna
III
40,812,915
500,107
6,829,710
Each of the five nominees for director was elected to serve until the Company's 2027 annual meeting of stockholders and until such director's successor has been duly elected and qualified, or until such director's earlier death, resignation or removal.
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shares
For
Shares
Against
Shares
Abstaining
Broker
Non-Votes
48,012,497
111,586
18,649
-
The Company's stockholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2026.
Proposal 3: Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.
Shares
For
Shares
Against
Shares
Abstaining
Broker
Non-Votes
39,387,247
1,905,070
20,705
6,829,710
The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.
Proposal 4: Approval, on a non-binding advisory basis, of the frequency of advisory votes on the compensation of the Company's named executive officers.
One
Year
Two
Years
Three
Years
Abstaining
Broker
Non-Votes
39,804,235
64,263
1,416,678
27,846
6,829,710
The Company's stockholders advised that they were in favor of "one year" as the frequency of holding future advisory votes on the compensation of the Company's named executive officers. Based on the results of the advisory vote, the Company's Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers every one year.
Proposal 5: Approval of the amendment of the Company's 2024 Equity Incentive Plan.
Shares
For
Shares
Against
Shares
Abstaining
Broker
Non-Votes
27,575,633
13,702,645
34,744
6,829,710
The Company's stockholders voted to approve the Plan Amendment.
CareDx Inc. published this content on June 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 15, 2026 at 20:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]