Black Diamond Therapeutics (BDTX) 2026 meeting backs directors, auditor and annual say-on-pay

Rhea-AI Filing Summary

Black Diamond Therapeutics, Inc. reported the results of its 2026 annual stockholder meeting. Of 57,301,774 common shares entitled to vote as of April 28, 2026, 44,690,495 were represented, establishing a quorum. Stockholders elected Shannon Campbell and Kapil Dhingra as Class III directors for three-year terms. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. Stockholders approved, on a non-binding basis, the compensation of the named executive officers and indicated a preference to hold this advisory vote every year. The company will conduct future say-on-pay votes annually until the next required vote on frequency.

8-K Event Classification

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

1 item

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.

Key Figures

Shares entitled to vote: 57,301,774 shares Shares represented at meeting: 44,690,495 shares Campbell votes for: 19,251,021 shares +4 more

7 metrics

Shares entitled to vote 57,301,774 shares Common stock outstanding and entitled to vote as of April 28, 2026

Shares represented at meeting 44,690,495 shares Common stock present or represented by proxy at 2026 annual meeting

Campbell votes for 19,251,021 shares Votes for election of Shannon Campbell as Class III director

Dhingra votes for 13,966,232 shares Votes for election of Kapil Dhingra as Class III director

Auditor ratification votes for 44,421,545 shares Votes for ratifying PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 35,071,684 shares Votes approving non-binding advisory compensation proposal

1-year frequency votes 30,446,520 shares Votes preferring annual advisory vote on executive compensation

Key Terms

broker non-votes, non-binding, advisory vote, independent registered public accounting firm, quorum

4 terms

broker non-votes financial

"The results of the stockholders’ vote with respect to the election of the Class III directors were as follows"

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.

non-binding, advisory vote financial

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

independent registered public accounting firm financial

"to ratify the appointment of PricewaterhouseCoopers 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.

quorum financial

"thus establishing a quorum for the transaction of business at the Annual Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 04:21 PM Accepted by SEC EDGAR 06/29/2026 - 04:20 PM Learn about SEC filing dates

FAQ

What did Black Diamond Therapeutics (BDTX) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class III directors, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation on an advisory basis, and choosing how often future say-on-pay votes should occur, with detailed vote counts disclosed for each proposal.

Were the director nominees elected at Black Diamond Therapeutics’ 2026 meeting?

Yes, Shannon Campbell and Kapil Dhingra were elected as Class III directors. Campbell received 19,251,021 votes for and Dhingra received 13,966,232 votes for, with additional withheld and broker non-vote shares reported for each nominee.

Did Black Diamond Therapeutics (BDTX) stockholders approve the company’s auditors for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm. The vote was 44,421,545 shares for, 117,976 against, 150,974 abstaining, and no broker non-votes reported on this ratification proposal.

How did Black Diamond Therapeutics stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory resolution on named executive officer compensation. The vote totaled 35,071,684 shares for, 1,243,945 against, 154,527 abstaining, and 8,220,339 broker non-votes recorded on this advisory say-on-pay proposal.

What frequency of say-on-pay votes did BDTX stockholders prefer at the 2026 meeting?

Stockholders preferred an annual advisory vote on executive compensation. The frequency vote results were 30,446,520 shares for one year, 84,537 for two years, 5,740,812 for three years, 198,287 abstentions, and 8,220,339 broker non-votes noted.

How many Black Diamond Therapeutics shares were eligible and present for the 2026 stockholder meeting?

There were 57,301,774 common shares outstanding and entitled to vote as of April 28, 2026. At the meeting, 44,690,495 shares were present or represented by proxy, which the company states was sufficient to establish a quorum for business.

false 0001701541 0001701541 2026-06-26 2026-06-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

Date of Report (Date of earliest event reported): June 26, 2026

BLACK DIAMOND THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39200	81-4254660
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

245 First Street, 18th Floor
Cambridge, MA		02142
(Address of principal executive offices)		(Zip Code)

(617) 252-0848

(Registrant’s telephone number, including area code)

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, $0.0001 par value per share	BDTX	The Nasdaq Global Select Market

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.

On June 26, 2026, Black Diamond Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 29, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of the close of business on April 28, 2026, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 57,301,774. The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the Annual Meeting was 44,690,495, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders were asked to vote on the following matters, which were described in detail in the Proxy Statement: (i) to elect two Class III director nominees to the Company’s Board of Directors (the “Board”), each to serve for a three-year term until the Company’s 2029 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until his or her earlier death, resignation or removal (“Proposal No. 1”), (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 2”), (iii) to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Proposal No. 3”), and (iv) to approve, on a non-binding, advisory basis, the preferred frequency of future non-binding, advisory votes to approve the compensation of the Company’s named executive officers (“Proposal 4”).

The voting results reported below are final.

Proposal No. 1

Shannon Campbell and Kapil Dhingra were duly elected to the Board as Class III directors. The results of the stockholders’ vote with respect to the election of the Class III directors were as follows:

CLASS III DIRECTOR NOMINEE		FOR			WITHHELD			BROKER NON- VOTES
Shannon Campbell			19,251,021			17,219,135			8,220,339
Kapil Dhingra			13,966,232			22,503,924			8,220,339

Proposal No. 2

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results of the stockholders’ vote with respect to such ratification were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
44,421,545		117,976		150,974		0

Proposal No. 3

The Company’s stockholders approved the non-binding, advisory vote on the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to such non-binding, advisory vote were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
35,071,684		1,243,945		154,527		8,220,339

Proposal No. 4

The Company’s stockholders determined that future non-binding, advisory votes on the compensation of the Company’s named executive officers would be held every year. The results of the stockholders’ non-binding, advisory vote with respect to the preferred frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers were as follows:

1-YEAR		2-YEAR		3-YEAR		ABSTAIN		BROKER NON- VOTES
30,446,520		84,537		5,740,812		198,287		8,220,339

Based on these voting results, and the recommendation of the Board that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future votes on the compensation of the Company’s named executive officers.

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

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.

	BLACK DIAMOND THERAPEUTICS, INC.
Date: June 29, 2026	By:	/s/ Brent Hatzis-Schoch
	Name:	Brent Hatzis-Schoch
	Title:	Chief Operating Officer and General Counsel

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB