CareDx (NASDAQ: CDNA) shareholders approve equity plan increase and board slate

Rhea-AI Filing Summary

CareDx, Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 11, 2026. Stockholders approved an amendment to the 2024 Equity Incentive Plan that increases the shares reserved under the plan by 1,600,000 shares, described as approximately 3.1% of common shares issued and outstanding. They also elected five directors to one-year terms, ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, approved on a non-binding advisory basis the compensation of named executive officers, and advised that say-on-pay votes be held every one year. A total of 48,142,732 shares, representing about 93% of outstanding shares entitled to vote, were present or represented by proxy, constituting a quorum.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Equity plan share increase: 1,600,000 shares Equity plan increase as % of shares: 3.1% Shares represented at meeting: 48,142,732 shares +5 more

8 metrics

Equity plan share increase 1,600,000 shares Additional shares reserved under 2024 Equity Incentive Plan

Equity plan increase as % of shares 3.1% Approximate share increase vs. common shares issued and outstanding

Shares represented at meeting 48,142,732 shares Shares present or by proxy at 2026 Annual Meeting

Turnout vs. entitled shares 93% Percentage of outstanding shares entitled to vote that were represented

Auditor ratification votes for 48,012,497 shares Votes for Deloitte & Touche LLP as independent auditor

Say-on-pay votes for 39,387,247 shares Advisory approval of named executive officer compensation

Plan amendment votes for 27,575,633 shares Approval of amendment to 2024 Equity Incentive Plan

Say-on-pay frequency – one year 39,804,235 shares Shares favoring annual advisory compensation vote frequency

Key Terms

2024 Equity Incentive Plan, non-binding advisory basis, independent registered public accounting firm, broker non-votes, +2 more

6 terms

2024 Equity Incentive Plan financial

"The Plan Amendment authorizes an increase in the available shares reserved under the Plan by 1,600,000 shares"

non-binding advisory basis financial

"To approve, 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.

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.

broker non-votes financial

"Nominees | Class | Shares For | Shares 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.

Emerging growth company regulatory

"Emerging growth company Item 5.02."

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.

Inline Extensible Business Reporting Language (iXBRL) technical

"Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)."

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Understanding 8-K Material Events →

0001217234FALSE00012172342026-06-112026-06-11

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 11, 2026

CAREDX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36536

94-3316839

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

8000 Marina Boulevard

Brisbane, California 94005

(Address of Principal Executive Offices) (Zip Code)

(415) 287-2300

Registrant’s telephone number, including area code

N/A

(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 Exchange Act:

(Title of each class)

(Trading Symbol)

(Name of exchange on which registered)

Common Stock, $0.001 Par Value

CDNA

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2026, CareDx, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan (as previously amended by Amendment No. 1, the “Plan”) in accordance with the voting results set forth below under Item 5.07. The Plan Amendment was previously adopted by the Company’s Board of Directors at its meeting on April 21, 2026, subject to and effective upon stockholder approval. The material terms of the Plan Amendment were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”) under the caption “Proposal No. 5 Approval of Amendment to the 2024 Equity Incentive Plan.”

The Plan Amendment authorizes an increase in the available shares reserved under the Plan by 1,600,000 shares, or approximately 3.1% of common shares issued and outstanding, subject to adjustment as provided in the Plan, and an equivalent increase in the number of shares of stock available for grant pursuant to incentive stock options, as more fully described in the Proxy Statement.

The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

As described above, on June 11, 2026, the Company held its Annual Meeting. 48,142,732 shares of common stock, representing approximately 93% of the total outstanding shares entitled to vote at the Annual Meeting, were present virtually or represented by proxy, which constituted a quorum for the transaction of business. The Company’s stockholders who were present virtually or represented by proxy voted on five proposals at the Annual Meeting, each of which is described below and more fully in the Proxy Statement.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1.To elect Fred E. Cohen, M.D., D. Phil, R. Bryan Riggsbee and Suresh Gunasekaran as Class II directors, and Michael D. Goldberg and John W. Hanna as Class III directors, each to serve a one-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, resignation or removal.

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.

3.To approve, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

4.To approve, on a non-binding advisory basis, of the frequency of advisory votes on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

5.To approve the amendment of the Company’s 2024 Equity Incentive Plan to increase the available shares reserved thereunder.

The final voting results for each of these proposals are as follows:

Proposal 1: Election of three Class II directors and two Class III directors, identified in the table below, each to serve a one-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, resignation or removal.

Nominees			Class			Shares For			Shares Withheld			Broker Non-Votes
Fred E. Cohen, M.D., D. Phil			II			40,271,984			1,041,038			6,829,710
R. Bryan Riggsbee			II			38,851,207			2,461,815			6,829,710
Suresh Gunasekaran			II			41,091,649			221,373			6,829,710
Michael D. Goldberg			III			38,837,463			2,475,559			6,829,710
John W. Hanna			III			40,812,915			500,107			6,829,710

Each of the five nominees for director was elected to serve until the Company’s 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation or removal.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Shares For			Shares Against			Shares Abstaining			Broker Non-Votes
48,012,497			111,586			18,649			—

The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026.

Proposal 3: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

Shares For			Shares Against			Shares Abstaining			Broker Non-Votes
39,387,247			1,905,070			20,705			6,829,710

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Proposal 4: Approval, on a non-binding advisory basis, of the frequency of advisory votes on the compensation of the Company’s named executive officers.

One Year			Two Years			Three Years			Abstaining			Broker Non-Votes
39,804,235			64,263			1,416,678			27,846			6,829,710

The Company’s stockholders advised that they were in favor of “one year” as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. Based on the results of the advisory vote, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers every one year.

Proposal 5: Approval of the amendment of the Company’s 2024 Equity Incentive Plan.

Shares For			Shares Against			Shares Abstaining			Broker Non-Votes
27,575,633			13,702,645			34,744			6,829,710

The Company’s stockholders voted to approve the Plan Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Amendment No. 2 to the CareDx, Inc. 2024 Equity Incentive Plan.
104						Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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.

									CAREDX, INC.
Date: June 15, 2026			By:						/s/ JOHN HANNA
									John W. Hanna
									President, Chief Executive Officer and Director

FAQ

What did CareDx (CDNA) stockholders approve at the 2026 annual meeting?

CareDx stockholders approved an amendment to the 2024 Equity Incentive Plan increasing reserved shares by 1,600,000. They also elected directors, ratified Deloitte & Touche LLP as auditor, and supported executive compensation and its annual advisory vote frequency.

How much did CareDx increase its 2024 Equity Incentive Plan share reserve?

The plan reserve increased by 1,600,000 shares, described as about 3.1% of common shares issued and outstanding. This also raises the shares available for incentive stock options by an equivalent amount, as outlined in the plan and proxy materials.

What was voter turnout at the CareDx 2026 annual stockholder meeting?

CareDx reported that 48,142,732 shares of common stock were present or represented by proxy, representing approximately 93% of total outstanding shares entitled to vote. This level of participation constituted a quorum for conducting meeting business.

How did CareDx (CDNA) stockholders vote on say-on-pay in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of CareDx’s named executive officers, with 39,387,247 shares for and 1,905,070 against. They also advised holding future advisory compensation votes every one year, which the board adopted.

Which auditor did CareDx stockholders ratify for fiscal year 2026?

CareDx stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 48,012,497 shares for, 111,586 against, and 18,649 abstaining, with no broker non-votes reported.

Who was elected to CareDx’s board at the 2026 annual meeting?

Stockholders elected Fred E. Cohen, R. Bryan Riggsbee, and Suresh Gunasekaran as Class II directors and Michael D. Goldberg and John W. Hanna as Class III directors. Each will serve a one-year term ending at the 2027 annual meeting, subject to usual conditions.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 18.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB