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NASDAQ: VCYT VERACYTE, INC. 8-K

Veracyte shareholders approve 3.5M share equity plan expansion; elect nine directors

Filed June 11, 2026 · Period ending June 10, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    Shareholders approved adding 3.5 million shares to the 2023 Equity Incentive Plan reserve with 71.2% of votes cast in favor (52,059,077 for vs. 21,060,296 against), expanding the pool for employee equity compensation.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    All nine director nominees elected to serve until 2027 annual meeting with support ranging from 93.0% (Robert S. Epstein) to 99.9% (Eliav Barr). Broker non-votes: 2,700,490 shares.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Shareholders ratified Ernst & Young LLP as 2026 independent auditor with 99.5% support (75,452,164 for vs. 379,788 against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Advisory say-on-pay vote passed with 97.5% support (71,266,771 for vs. 1,858,805 against), indicating strong shareholder approval of executive compensation practices.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Veracyte held its 2026 annual meeting on June 10, where shareholders approved a 3.5 million share increase to the 2023 Equity Incentive Plan. The expansion passed with 71.2% of votes cast in favor, though it represents the most contested item on the ballot.

This addition enlarges the pool available for employee equity grants, which dilutes existing shareholders but is intended to support talent retention and alignment. All other matters passed with strong support. The nine director nominees were elected with 93–99.9% approval, the auditor ratification received 99.5% support, and the advisory say-on-pay vote passed at 97.5%.

These results reflect routine governance approvals with no material shareholder dissent. The filing also references an incomplete Item 5.02 disclosure regarding officer or director changes, but the text provided cuts off and does not allow assessment of that event.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~36 words

Veracyte disclosed officer or director changes under Item 5.02, but the filing body provided is incomplete.

1 Added
Added Item 5.02 disclosure incomplete medium

Added in current filing · verify on EDGAR →

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

The 8-K filing references Item 5.02, which covers officer or director changes and compensatory arrangements, but the provided text cuts off mid-sentence ('As further described in'). The complete disclosure is not available in the input provided, preventing assessment of the nature and materiality of the event.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 16, 2026 · How we verify