Fulgent Genetics (NASDAQ: FLGT) wins stockholder approval for 2026 equity plan

Rhea-AI Filing Summary

Fulgent Genetics, Inc. reported results from its 2026 annual stockholder meeting. Stockholders approved the Fulgent Genetics, Inc. 2026 Equity Incentive Plan, which authorizes issuance of 2,000,000 new shares of common stock, plus up to 1,500,000 additional shares if awards under the prior plan are forfeited or cancelled on or after the effective date.

The 2026 Plan replaces the Amended and Restated 2016 Omnibus Incentive Plan, although existing awards under the prior plan remain in effect under their current terms. Stockholders also elected four directors to serve until the 2027 annual meeting, ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers.

At the meeting, a quorum of 24,578,996 shares, or approximately 83% of the 29,747,420 shares outstanding and eligible to vote as of March 20, 2026, was present in person or by proxy, indicating strong stockholder participation.

Insights

Equity compensation and governance analyst

Fulgent won stockholder approval for a sizable new equity incentive plan, replacing its prior program.

The company secured approval of a 2026 Equity Incentive Plan authorizing 2,000,000 new shares, plus up to 1,500,000 additional shares tied to forfeited or cancelled awards under the prior plan. This creates capacity for future stock options and restricted stock unit grants as part of ongoing employee and executive compensation.

The plan replaces the 2016 omnibus plan, but existing awards there remain outstanding under existing terms, limiting disruption for current holders. All key annual meeting items, including director elections, auditor ratification and advisory executive pay approval, received sufficient support with a quorum of about 83% of eligible shares. Actual dilution will depend on the pace and size of future grants under the new plan.

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

New plan share authorization: 2,000,000 shares Additional shares from forfeitures: 1,500,000 shares Shares outstanding: 29,747,420 shares +5 more

8 metrics

New plan share authorization 2,000,000 shares Common stock authorized under 2026 Equity Incentive Plan

Additional shares from forfeitures 1,500,000 shares Potential additional common shares if prior-plan awards are forfeited or cancelled

Shares outstanding 29,747,420 shares Common stock issued and outstanding as of March 20, 2026

Quorum shares 24,578,996 shares Shares present or represented by proxy at annual meeting (~83% of eligible)

Say-on-pay support 19,800,226 votes for Advisory approval of named executive officer compensation

Plan approval votes 18,693,758 votes for Approval of the 2026 Equity Incentive Plan

Auditor ratification votes 24,470,414 votes for Ratification of Deloitte & Touche LLP for fiscal year 2026

Meeting date and time May 14, 2026, 9:00 a.m. Pacific Time Timing of the 2026 Annual Meeting of Stockholders

Key Terms

2026 Equity Incentive Plan, Amended and Restated 2016 Omnibus Incentive Plan, non-binding advisory basis, broker non-vote, +2 more

6 terms

2026 Equity Incentive Plan financial

"the Company’s stockholders approved the Fulgent Genetics, Inc. 2026 Equity Incentive Plan (the “2026 Plan”)."

Amended and Restated 2016 Omnibus Incentive Plan financial

"The 2026 Plan replaced the Company’s Amended and Restated 2016 Omnibus Incentive Plan (the “Prior Plan”)"

non-binding advisory basis regulatory

"Approval, 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.

broker non-vote regulatory

"Votes For ... Votes Against ... Votes Abstained ... Broker Non-Vote"

independent registered public accounting firm financial

"Ratification of 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 regulatory

"a quorum of 24,578,996 shares, or approximately 83% of the eligible shares, was present"

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.

FAQ

What equity plan did Fulgent Genetics (FLGT) stockholders approve?

Stockholders approved the Fulgent Genetics, Inc. 2026 Equity Incentive Plan. It authorizes 2,000,000 new common shares, plus up to 1,500,000 additional shares if prior-plan awards are forfeited or cancelled after the effective date.

How many Fulgent Genetics (FLGT) shares are outstanding and eligible to vote?

The company reported 29,747,420 shares of common stock issued, outstanding, and eligible to vote as of March 20, 2026. These shares formed the basis for determining quorum and voting power at the 2026 annual stockholder meeting.

What was the quorum at Fulgent Genetics’ 2026 annual meeting?

A quorum of 24,578,996 shares, approximately 83% of eligible shares, was present. Shares were represented in person or by proxy, allowing stockholders to validly act on director elections, auditor ratification, compensation votes, and the new equity plan.

Did Fulgent Genetics (FLGT) stockholders approve executive compensation?

Yes, stockholders approved on a non-binding advisory basis the compensation of named executive officers. The advisory vote received 19,800,226 votes for, 2,410,239 against, and 45,478 abstentions, with 2,323,053 broker non-votes recorded.

Which auditor did Fulgent Genetics (FLGT) ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 24,470,414 for, 87,192 against, and 21,390 abstentions, with no broker non-votes reported.

Were Fulgent Genetics (FLGT) director nominees elected at the 2026 meeting?

All four director nominees listed, including Ming Hsieh and Linda Dong, were elected to serve until the 2027 annual meeting. Each received more votes for than withheld, with additional broker non-votes recorded on the director election proposals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/14/2026 - 04:27 PM Learn about SEC filing dates

0001674930false00016749302026-05-142026-05-14

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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): May 14, 2026

FULGENT GENETICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37894	81-2621304
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4399 Santa Anita Avenue El Monte, California	91731
(Address of Principal Executive Offices)	(Zip Code)

(626) 350-0537

(Registrant’s telephone number, including area code)

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, par value $0.0001 per share		FLGT		The Nasdaq Stock Market  (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2026 (the “Effective Date”), at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Fulgent Genetics, Inc. (the “Company”), the Company’s stockholders approved the Fulgent Genetics, Inc. 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan replaced the Company’s Amended and Restated 2016 Omnibus Incentive Plan (the “Prior Plan”), and awards made under the 2026 Plan will be made consistent with the terms of the 2026 Plan. No additional grants will be made under the Prior Plan on or after the Effective Date. Outstanding grants under the Prior Plan will continue to be in effect in accordance with their terms. Subject to adjustment as described therein, the 2026 Plan authorizes the issuance of 2,000,000 new shares of our common stock, and up to 1,500,000 additional shares of our common stock if awards under the Prior Plan are forfeited or cancelled on or after the Effective Date.

The 2026 Plan is described in further detail in “Proposal No. 4 Approval of the Fulgent Genetics, Inc. 2026 Equity Incentive Plan-Summary of Material Features of the 2026 Plan” of the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the 2026 Plan contained in the Proxy Statement and in the Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety, by reference to the complete text of the 2026 Plan, which is set forth in Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 14, 2026 at 9:00 a.m. Pacific Time, the Company held its Annual Meeting at the Company’s offices at 4399 Santa Anita Avenue, El Monte, California 91731. Of the Company’s 29,747,420 shares of common stock issued and outstanding and eligible to vote as of the record date of March 20, 2026, a quorum of 24,578,996 shares, or approximately 83% of the eligible shares, was present in person or represented by proxy. Each of the matters set forth below is described in detail in the Proxy Statement. The following actions were taken at the Annual Meeting:

Proposal 1

Election of the following nominees as directors of the Company, each to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

		Votes For				Votes Withheld				Broker Non-Vote
Ming Hsieh			21,979,668				276,275				2,323,053
Linda Dong			16,836,781				5,419,162				2,323,053
Michael Nohaile, Ph.D.			17,258,629				4,997,314				2,323,053
Regina Groves			16,240,666				6,015,277				2,323,053

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.

Votes For				Votes Against				Votes Abstained				Broker Non-Vote
	24,470,414				87,192				21,390				—

Proposal 3

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

Votes For				Votes Against				Votes Abstained				Broker Non-Vote
	19,800,226				2,410,239				45,478				2,323,053

Proposal 4

Approval of the Company's 2026 Equity Incentive Plan.

Votes For				Votes Against				Votes Abstained				Broker Non-Vote
	18,693,758				3,513,983				48,202				2,323,053

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1+		Fulgent Genetics, Inc. 2026 Equity Incentive Plan.
10.2+		Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement under the Fulgent Genetics, Inc. 2026 Equity Incentive Plan.
10.3+		Form of Stock Option Grant Notice and Stock Option Agreement under the Fulgent Genetics, Inc. 2026 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+Management compensation plan or arrangement.

SIGNATURE

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: May 14, 2026	FULGENT GENETICS, INC.
	By:		/s/ Paul Kim
	Name:		Paul Kim
	Title:		Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 181.3 KB
• EX-10.2 EX-10.2 60.5 KB
• EX-10.3 EX-10.3 95.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.4 KB