CareDx (NASDAQ: CDNA) adopts majority voting and director resignation rules

Rhea-AI Filing Summary

CareDx, Inc. is updating how shareholders elect its directors. The board amended and restated the company’s bylaws to replace the prior plurality standard with a majority voting standard for uncontested director elections. A director nominee will now be elected only if the votes cast “for” exceed the votes cast “against,” while abstentions and broker non-votes are not counted as votes cast. In contested elections, the company will continue to use a plurality standard.

The board also adopted a director resignation policy. Any incumbent director in an uncontested election who does not receive at least a majority of the votes cast must promptly submit their resignation. The Governance and Nominating Committee will review the resignation and make a recommendation, and within 90 days after certification of the election results the board will decide whether to accept it and publicly disclose its decision.

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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): December 15, 2025

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, 4th Floor

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 12, 2025, the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to change the voting standard for the election of directors from a plurality to a majority voting standard, except in a contested election, where a plurality vote shall apply. Under the new majority voting standard, a nominee for director shall be elected to the Board only upon the affirmative vote of at least a majority of the votes cast, which means that the number of votes “for” a nominee exceeds the votes cast “against” that director’s election with abstentions and broker non-votes, if applicable, not counted as votes cast with respect to a director’s election.

In addition, the Board also approved a director resignation policy pursuant to which any incumbent director who does not receive at least a majority of the votes cast in an uncontested election shall be required to promptly submit their resignation to the Board for consideration by the Governance and Nominating Committee of the Board (the “Committee”). Within 90 days following certification of the election results, the Board will review and act on the Committee’s recommendation and publicly disclose its decision regarding the tendered resignation.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, filed as Exhibit 3.2 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.2						Amended and Restated Bylaws of CareDx, Inc.

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: December 15, 2025

CAREDX, INC.

By:

/s/ JOHN W. HANNA

John W. Hanna

Chief Executive Officer

(Principal Executive Officer)

FAQ

How did CareDx (CDNA) change its director election standard?

CareDx amended its bylaws so that in uncontested elections, a director nominee is elected only if a majority of the votes cast are in favor, replacing the prior plurality standard.

What happens in a contested director election at CareDx (CDNA)?

In a contested election, where there are more nominees than available board seats, CareDx will continue to use a plurality voting standard, meaning the nominees with the most votes win.

What is CareDx’s new director resignation policy?

Any incumbent director in an uncontested election who fails to receive at least a majority of votes cast must promptly submit a resignation, which is then considered by the Governance and Nominating Committee.

How quickly does the CareDx board act on a tendered director resignation?

Within 90 days after certification of the election results, the board must review the committee’s recommendation, decide whether to accept the resignation, and publicly disclose its decision.

Where can investors find the full text of CareDx’s amended bylaws?

The full text of the Amended and Restated Bylaws of CareDx, Inc. is filed as Exhibit 3.2 to this report.

Does the new voting standard at CareDx count abstentions or broker non-votes?

No. Under the new majority voting standard, abstentions and broker non-votes, if applicable, are not counted as votes cast in director elections.