Bionano Genomics (NASDAQ: BNGO) reports 2026 shareholder voting results

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bionano Genomics, Inc. held its 2026 Annual Meeting of Stockholders and reported voting results on three proposals. As of the March 19, 2026 record date, 11,091,615 common shares were outstanding and entitled to vote, with 4,225,995 shares represented, or about 38.1% participation.

Stockholders elected Class II directors Albert Luderer, Ph.D. and Kristiina Vuori, M.D., Ph.D., each to serve until the 2029 annual meeting or earlier departure. They also approved, on an advisory basis, compensation of named executive officers and ratified BDO USA, P.C. as independent auditor for the fiscal year ending December 31, 2026.

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 outstanding on record date: 11,091,615 shares Shares represented at meeting: 4,225,995 shares Participation rate: 38.1% +4 more

7 metrics

Shares outstanding on record date 11,091,615 shares Common stock outstanding and entitled to vote as of March 19, 2026

Shares represented at meeting 4,225,995 shares Shares present in person, virtually, or by proxy at 2026 Annual Meeting

Participation rate 38.1% Approximate percentage of outstanding shares represented at the meeting

Votes for Luderer 847,601 votes Votes cast for election of Albert Luderer, Ph.D. as Class II director

Votes for Vuori 867,474 votes Votes cast for election of Kristiina Vuori, M.D., Ph.D. as Class II director

Say-on-pay support 697,999 votes for Advisory approval of named executive officer compensation

Auditor ratification support 3,770,715 votes for Ratification of BDO USA, P.C. as independent auditor for 2026

Key Terms

Annual Meeting of Stockholders, broker non-votes, advisory basis, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On May 14, 2026, Bionano Genomics, Inc. held its 2026 Annual Meeting of Stockholders"

broker non-votes financial

"Albert Luderer, Ph.D. 847,601 votes for, 143,790 withheld, 3,234,604 broker non-votes"

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.

advisory basis financial

"stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"ratified the selection of BDO USA, P.C. 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.

record date financial

"As of March 19, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

05/14/2026 - 04:29 PM

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): May 14, 2026

Bionano Genomics, Inc.

(Exact Name of Registrant as Specified in its Charter)

     Delaware

     001-38613

     26-1756290

     (State or Other Jurisdiction
of Incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

     9540 Towne Centre Drive, Suite 100
San Diego, California

     92121

     (Address of Principal Executive Offices)

     (Zip Code)

Registrant’s telephone number, including area code: (858) 888-7600

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	BNGO	The Nasdaq Capital 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 May 14, 2026, Bionano Genomics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 19, 2026, the record date for the Annual Meeting (the “Record Date”), 11,091,615 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

A total of 4,225,995 shares of the Company’s common stock were present at the Annual Meeting in person, by virtual attendance, or by proxy, which represents approximately 38.1% of the shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting as of the Record Date.

Proposal 1. Election of Directors.

The Company’s stockholders elected the two persons listed below as Class II Directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results were as follows:


Name	Votes For	Votes Withheld	Broker Non-Votes
Albert Luderer, Ph.D.	847,601	143,790	3,234,604
Kristiina Vuori, M.D., Ph.D.	867,474	123,917	3,234,604

Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting. The final voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
697,999	216,553	76,839	3,234,604

Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of BDO USA, P.C. by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
3,770,715	206,541	248,739	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Bionano Genomics, Inc.

Date: May 14, 2026	By:	/s/ Albert A. Luderer, Ph.D.
		Albert A. Luderer, Ph.D.
		Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Bionano Genomics (BNGO) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing two Class II directors, approving executive compensation on an advisory basis, and ratifying BDO USA, P.C. as independent auditor for the fiscal year ending December 31, 2026. All three proposals received sufficient votes for approval.

How many Bionano Genomics (BNGO) shares were eligible and represented at the 2026 meeting?

As of the March 19, 2026 record date, 11,091,615 common shares were outstanding and entitled to vote. At the annual meeting, 4,225,995 shares were present in person, by virtual attendance, or by proxy, representing approximately 38.1% of eligible shares.

Which directors were elected at Bionano Genomics’ 2026 Annual Meeting?

Stockholders elected Albert Luderer, Ph.D. and Kristiina Vuori, M.D., Ph.D. as Class II directors. They are each expected to serve until the 2029 Annual Meeting of Stockholders, or until a successor is chosen or they leave the board earlier.

Was Bionano Genomics (BNGO) executive compensation approved on a say-on-pay basis?

Yes. The advisory vote on named executive officer compensation received 697,999 votes for, 216,553 against, and 76,839 abstentions, with 3,234,604 broker non-votes. This outcome reflects shareholder approval of the compensation program described in the company’s definitive proxy statement.

Which audit firm did Bionano Genomics (BNGO) shareholders ratify for 2026?

Shareholders ratified the selection of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 3,770,715 votes for, 206,541 against, and 248,739 abstentions, with no broker non-votes reported.

What were the vote totals for director elections at Bionano Genomics’ 2026 meeting?

Albert Luderer, Ph.D. received 847,601 votes for and 143,790 withheld, while Kristiina Vuori, M.D., Ph.D. received 867,474 votes for and 123,917 withheld. Each director election also recorded 3,234,604 broker non-votes, which are not counted as votes cast.

Filing Exhibits & Attachments

1 document