Biodesix (NASDAQ: BDSX) holders back directors, pay and KPMG auditor

Rhea-AI Filing Summary

Biodesix, Inc. reported the results of its 2026 annual meeting of stockholders. Stockholders elected two Class III directors to serve until the 2029 annual meeting, approved on a non-binding advisory basis the compensation of named executive officers, and chose to hold say-on-pay votes every year.

They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. A total of 10,107,219 shares of common stock were entitled to vote as of the March 23, 2026 record date.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 10,107,219 shares Votes for Jean Franchi: 6,191,974 votes Votes for Hany Massarany: 6,847,586 votes +3 more

6 metrics

Shares entitled to vote 10,107,219 shares Common stock entitled to vote as of March 23, 2026 record date

Votes for Jean Franchi 6,191,974 votes Director election, with 721,832 abstentions and 1,784,659 broker non-votes

Votes for Hany Massarany 6,847,586 votes Director election, with 66,220 abstentions and 1,784,659 broker non-votes

Say-on-pay support 6,618,755 votes for Advisory approval of named executive officer compensation

Annual frequency votes 6,114,363 votes Votes favoring one-year say-on-pay frequency

Auditor ratification votes for 8,695,977 votes Ratification of KPMG LLP as independent registered public accounting firm

Key Terms

non-binding advisory basis, broker non-votes, independent registered public accounting firm, emerging growth company, +1 more

5 terms

non-binding advisory basis financial

"the approval, on a non-binding advisory basis of the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes financial

"Broker Non-Votes 6,191,974 ... 1,784,659"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company Biodesix, Inc. (the “Company”)"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Class III director financial

"the election of two Class III director nominees to serve until the 2029 annual meeting"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Understanding 8-K Material Events →

BIODESIX INC false 0001439725 0001439725 2026-05-19 2026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 19, 2026

Date of Report (Date of earliest event reported)

Biodesix, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39659		20-3986492
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

919 West Dillon Rd.
Louisville, Colorado		80027
(Address of Principal Executive Office		(Zip Code)

Registrant’s telephone number, including area code: (303) 417-0500

Not Applicable

(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:

☐ 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 of $0.001 per share		BDSX		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 5.07. Submission of Matters to a Vote of Security Holders.

Biodesix, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 19, 2026. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of two Class III director nominees to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) the approval, on a non-binding advisory basis of the compensation of the Company’s named executive officers, (iii) the approval, on a non-binding advisory basis of the frequency of solicitation of advisory votes to approve named executive officer compensation and (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

As of March 23, 2026, the record date for the Annual Meeting, there were 10,107,219 shares of the Company’s common stock, par value $0.001 per share issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, both director nominees were elected, the compensation of the Company’s named executive officers was approved on a non-binding advisory basis, the frequency of solicitation of advisory votes to approve named executive officer compensation was approved on a non-binding advisory basis and the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. Set forth below are the final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

1. At the Annual Meeting, the Company’s stockholders elected, by the vote indicated below, the following two persons as the Class III directors of the Company, each to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualify:

Name		Votes For				Votes Against				Abstentions				Broker Non-Votes
Jean Franchi			6,191,974				0				721,832				1,784,659
Hany Massarany			6,847,586				0				66,220				1,784,659

2. At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the vote indicated below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,618,755		283,474		11,577		1,784,659

3. At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the frequency of solicitation of advisory votes to approve named executive officer compensation by the vote indicated below:

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
6,114,363		4,393		777,394		17,656		1,784,659

4. At the Annual Meeting, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the vote indicated below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,695,977		59		2,429		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURE

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.

				BIODESIX, INC.
Dated: May 20, 2026				By:		/s/ Robin Harper Cowie
				Name:		Robin Harper Cowie
				Title:		Chief Financial Officer

FAQ

What did Biodesix (BDSX) stockholders approve at the 2026 annual meeting?

Biodesix stockholders approved all proposals at the 2026 annual meeting. They elected two Class III directors, supported executive compensation on an advisory basis, chose an annual frequency for say-on-pay votes, and ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026.

How many Biodesix (BDSX) shares were entitled to vote at the 2026 meeting?

10,107,219 Biodesix common shares were entitled to vote at the 2026 meeting. This number reflects shares issued, outstanding, and eligible as of the March 23, 2026 record date, forming the base against which the various director, compensation, frequency, and auditor proposals were decided.

How did Biodesix (BDSX) stockholders vote on executive compensation in 2026?

Biodesix stockholders approved executive compensation on a non-binding advisory basis. The say-on-pay proposal received 6,618,755 votes for, 283,474 votes against, and 11,577 abstentions, with 1,784,659 broker non-votes recorded, indicating overall support for the company’s named executive officer pay program that year.

What say-on-pay vote frequency did Biodesix (BDSX) investors choose in 2026?

Biodesix investors favored an annual say-on-pay vote. The frequency proposal received 6,114,363 votes for one year, 4,393 for two years, 777,394 for three years, and 17,656 abstentions, with 1,784,659 broker non-votes, indicating a clear preference for yearly advisory votes on executive compensation.

Which auditor did Biodesix (BDSX) stockholders ratify for 2026?

Biodesix stockholders ratified KPMG LLP as auditor for 2026. The ratification proposal received 8,695,977 votes for, 59 votes against, and 2,429 abstentions, with no broker non-votes, confirming KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB