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Caris Life Sciences (NASDAQ: CAI) 2026 meeting elects board, ratifies Deloitte

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Caris Life Sciences, Inc. reported results of its 2026 Annual Meeting of Shareholders held on June 4, 2026. Shareholders elected ten directors to serve until the 2027 annual meeting and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

As of the April 9, 2026 record date, 282,662,545 common shares were issued, outstanding and eligible to vote, and 273,714,520 shares were represented at the meeting, constituting a quorum. Each director nominee received more votes for than withheld, and the auditor ratification proposal received substantially more votes for than against or abstaining.

Positive

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Negative

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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.
Shares eligible to vote 282,662,545 shares Common stock issued, outstanding and eligible as of April 9, 2026
Shares represented at meeting 273,714,520 shares Shares represented at 2026 Annual Meeting, constituting a quorum
Auditor ratification votes for 273,517,324 votes Votes for Deloitte & Touche LLP as 2026 auditor
Auditor ratification votes against 60,882 votes Votes against Deloitte & Touche LLP ratification
Auditor ratification abstentions 136,314 votes Abstentions on Deloitte & Touche LLP ratification
Highest director for-vote total 228,679,484 votes Votes for Dr. Jeffrey Vacirca director election
broker non-votes financial
"Name | Votes For | Votes Withheld | 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.
independent registered public accounting firm financial
"to ratify the appointment of Deloitte & Touche 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
"A total of 273,714,520 shares were represented at the 2026 Annual Meeting, which constituted a quorum."
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.
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders on June 4, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
record date financial
"As of the close of business on the record date of April 9, 2026"
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.
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Understanding 8-K Material Events →
0002019410FALSE00020194102026-06-042026-06-04

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 4, 2026
CARIS LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Texas001-4270685-2077369
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
750 W. John Carpenter Freeway Suite 800
 Irving, TX
75039
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (866) 771-8946
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueCAIThe 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.
Caris Life Sciences, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on June 4, 2026 (the “2026 Annual Meeting”). The Company’s shareholders were asked to vote on two proposals, each as more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026: (1) to elect ten director nominees to the Board to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified or their earlier death, resignation, disqualification or removal; and (2) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
As of the close of business on the record date of April 9, 2026, there were 282,662,545 shares of the Company’s common stock issued, outstanding and eligible to vote if represented in person or by proxy at the 2026 Annual Meeting. A total of 273,714,520 shares were represented at the 2026 Annual Meeting, which constituted a quorum.
The shareholder voting results by proposal are set forth in the tables below:
Proposal No. 1: Election of Directors
Each of the following director nominees was elected to serve for a term expiring at the 2027 Annual Meeting by the votes set forth in the table below.
NameVotes ForVotes WithheldBroker Non-Votes
David Dean Halbert216,983,42445,644,07011,087,026
Brian J. Brille216,953,60745,673,88711,087,026
Peter M. Castleman200,435,90962,191,58511,087,026
David Fredrickson228,579,06134,048,43311,087,026
Joseph E. Gilliam215,798,27946,829,21511,087,026
Jon S. Halbert215,600,78747,026,70711,087,026
Laura I. Johansen227,201,42135,426,07311,087,026
Dr. Lloyd B. Minor228,662,42533,965,06911,087,026
Danny Phillips214,817,15347,810,34111,087,026
Dr. Jeffrey Vacirca228,673,48433,954,01011,087,026
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the shareholders by the votes set forth in the table below.
Votes ForVotes AgainstAbstentions
273,517,32460,882136,314


SIGNATURES
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.
Date: June 5, 2026
CARIS LIFE SCIENCES, INC.
By:/s/ Luke Power
Name:Luke Power
Title:Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Caris Life Sciences (CAI) shareholders vote on at the 2026 annual meeting?

Shareholders voted on two items: electing ten directors to serve until the 2027 annual meeting and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Both proposals received shareholder approval with more votes for than against.

Were all Caris Life Sciences (CAI) director nominees elected at the 2026 annual meeting?

Yes, all ten director nominees were elected. Each nominee received more votes for than withheld, with votes for ranging from 200,435,909 to 228,679,484 and broker non-votes of 11,087,026 for each nominee. Their terms run until the 2027 annual meeting, subject to earlier changes.

How many Caris Life Sciences (CAI) shares were eligible to vote and represented at the 2026 meeting?

As of the April 9, 2026 record date, 282,662,545 common shares were issued, outstanding and eligible to vote. At the June 4, 2026 annual meeting, 273,714,520 shares were represented in person or by proxy, which constituted a quorum for conducting shareholder business.

What were the voting results for the Caris Life Sciences (CAI) auditor ratification in 2026?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 with 273,517,324 votes for, 60,882 votes against, and 136,314 abstentions. This outcome confirms shareholder approval of Deloitte & Touche LLP for the fiscal year ending December 31, 2026.

Which Caris Life Sciences (CAI) director nominee received the most votes for in 2026?

Among the nominees, Dr. Jeffrey Vacirca received one of the highest for-vote totals, with 228,673,484 votes for, 33,954,010 votes withheld, and 11,087,026 broker non-votes. Several other nominees, including Dr. Lloyd B. Minor and David Fredrickson, also received more than 228 million votes for.

Did Caris Life Sciences (CAI) have a quorum at its 2026 annual shareholder meeting?

Yes, the company achieved a quorum. Of the 282,662,545 common shares issued, outstanding and eligible to vote on the April 9, 2026 record date, 273,714,520 shares were represented at the June 4, 2026 meeting, allowing the shareholder votes to be validly conducted.

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