Castle Biosciences (NASDAQ: CSTL) investors approve directors, pay and KPMG

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Castle Biosciences, Inc. reported the results of its 2026 annual meeting of stockholders. Stockholders elected three Class I directors — Ellen Goldberg, Miles D. Harrison and Tiffany P. Olson — each to serve until the 2029 annual meeting, with support ranging from 14.4 million to 15.6 million votes in favor and 2.4 million broker non-votes. They also ratified the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 24.5 million votes for and minimal opposition. In advisory and related votes, stockholders approved the compensation of the company’s named executive officers, with about 21.3 million votes in favor versus 1.3 million against, and approved the non-employee director compensation policy by similar margins.

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

Votes for Ellen Goldberg: 15,455,265 votes Votes for Miles D. Harrison: 15,607,369 votes Votes for Tiffany P. Olson: 14,380,655 votes +3 more

6 metrics

Votes for Ellen Goldberg 15,455,265 votes Election as Class I Director

Votes for Miles D. Harrison 15,607,369 votes Election as Class I Director

Votes for Tiffany P. Olson 14,380,655 votes Election as Class I Director

Votes for KPMG LLP 24,531,366 votes Ratification as 2026 independent auditor

Say-on-pay votes for 21,280,180 votes Advisory approval of named executive officer compensation

Director pay policy votes for 21,394,330 votes Approval of non-employee director compensation policy

Key Terms

Broker Non-Votes, independent registered public accounting firm, advisory basis, non-employee director compensation policy

4 terms

Broker Non-Votes financial

"For | Withhold | Broker Non-Votes Ellen Goldberg | 15,455,265 | 7,118,166 | 2,415,788"

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

"ratified the selection of KPMG 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.

advisory basis financial

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

non-employee director compensation policy financial

"The Company’s stockholders approved the Company’s non-employee director compensation policy"

Understanding 8-K Material Events →

05/29/2026 - 04:14 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 28, 2026

Castle Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38984

77-0701774

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1500 W. Parkwood Ave, Suite 400

Friendswood, Texas

77546

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (866) 788-9007

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, $0.001 par value per share

CSTL

The Nasdaq Global 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 28, 2026, Castle Biosciences, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following matters and cast their votes as set forth below:

Proposal 1. Election of Directors

The Company’s stockholders elected the three individuals listed below as Class I Directors, each to serve until the Company’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The final voting results are as follows:


	For	Withhold	Broker Non-Votes
Ellen Goldberg	15,455,265	7,118,166	2,415,788
Miles D. Harrison	15,607,369	6,966,062	2,415,788
Tiffany P. Olson	14,380,655	8,192,776	2,415,788

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

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


For	Against	Abstain
24,531,366	445,666	12,187

Proposal 3. Approval 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 on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”). The final voting results are as follows:


For	Against	Abstain	Broker Non-Votes
21,280,180	1,281,394	11,857	2,415,788

Proposal 4. Approval of the Company’s Non-Employee Director Compensation Policy

The Company’s stockholders approved the Company’s non-employee director compensation policy as described in the Proxy Statement. The final voting results are as follows:


For	Against	Abstain	Broker Non-Votes
21,394,330	1,130,133	48,968	2,415,788


SIGNATURES

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


	CASTLE BIOSCIENCES, INC.


	By:	/s/ Derek J. Maetzold
		Derek J. Maetzold
		President and Chief Executive Officer
Date: May 29, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Castle Biosciences (CSTL) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class I directors through 2029, ratified KPMG LLP as auditor for 2026, and approved both executive compensation and the non-employee director compensation policy by wide voting margins.

Were Castle Biosciences (CSTL) directors re-elected at the 2026 annual meeting?

Yes. Ellen Goldberg, Miles D. Harrison and Tiffany P. Olson were elected as Class I directors to serve until the 2029 annual meeting, each receiving between 14.4 million and 15.6 million votes in favor.

Which auditor did Castle Biosciences (CSTL) shareholders ratify for fiscal 2026?

Shareholders ratified KPMG LLP as Castle Biosciences’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 24,531,366 votes for, 445,666 against and 12,187 abstentions.

How did Castle Biosciences (CSTL) shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved the compensation of named executive officers, with 21,280,180 votes for, 1,281,394 votes against, 11,857 abstentions and 2,415,788 broker non-votes recorded.

Did Castle Biosciences (CSTL) shareholders approve the non-employee director compensation policy?

Yes. The non-employee director compensation policy was approved with 21,394,330 votes for, 1,130,133 against, 48,968 abstentions and 2,415,788 broker non-votes, indicating strong shareholder support for the policy.

Filing Exhibits & Attachments

3 documents