Veracyte Inc.

06/11/2026 | Press release | Distributed by Public on 06/11/2026 14:33

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.
As further described in Item 5.07 to this Current Report on Form 8-K (this "Report"), on June 10, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Veracyte, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's 2023 Equity Incentive Plan (the "2023 Plan") to increase the number of shares of the Company's Common Stock, $0.001 par value, reserved for issuance under the 2023 Plan by 3,500,000 shares (the "2023 Plan Amendment"). The 2023 Plan Amendment had been approved, subject to stockholder approval, by the Company's Board of Directors on April 8, 2026.
A more complete description of the 2023 Plan Amendment can be found in "Proposal No. 4 - Approval of Amendment to Veracyte, Inc. 2023 Equity Incentive Plan" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026 (the "Proxy Statement"), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the 2023 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The stockholders of the Company voted on the following proposals at the Annual Meeting. The results of such votes are as follows:
1. The following directors were nominated to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified:
For Against Abstain Broker Non-Votes
Eliav Barr 73,049,803 80,948 38,459 2,700,490
Muna Bhanji 71,859,549 1,158,339 151,322 2,700,490
Karin Eastham 70,956,821 2,173,874 38,515 2,700,490
Robert S. Epstein 67,973,349 5,078,388 117,473 2,700,490
Jens Holstein 72,977,470 152,302 39,438 2,700,490
Evan Jones 70,657,221 2,462,244 49,745 2,700,490
Tom Miller 72,957,793 172,925 38,492 2,700,490
Brent Shafer 73,028,595 102,213 38,402 2,700,490
Marc Stapley 72,204,529 924,760 39,921 2,700,490
Each of the nine nominees for director was elected to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.
2. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026:
For Against Abstain
75,452,164 379,788 37,748
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, 2026.
3. The approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers:
For Against Abstain Broker Non-Votes
71,266,771 1,858,805 43,634 2,700,490
The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.
4. The approval of the 2023 Plan Amendment:
For Against Abstain Broker Non-Votes
52,059,077 21,060,296 49,837 2,700,490
The stockholders approved the 2023 Plan Amendment.
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