Executive pay vote fails as Guardant Health (NASDAQ: GH) investors back auditor

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8-K Event Classification

Key Figures

Key Terms

What did Guardant Health (GH) shareholders decide about director elections in June 2026?

How did Guardant Health (GH) shareholders vote on the company’s auditor for 2026?

Was Guardant Health’s (GH) executive compensation plan approved by shareholders?

What frequency of say-on-pay votes did Guardant Health (GH) shareholders prefer?

What are broker non-votes in Guardant Health’s (GH) 2026 annual meeting results?

Which key proposals were voted on at Guardant Health’s (GH) June 17, 2026 annual meeting?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Guardant Health, Inc. reported results of its June 17, 2026 annual stockholder meeting. Stockholders elected all director nominees, including Ian Clark with 70,526,891 votes for and Manuel Hidalgo Medina with 81,925,123 votes for, with broker non-votes recorded on each.

Stockholders approved the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 115,899,030 votes for. An advisory vote to approve compensation of named executive officers was not approved, receiving 98,236,639 votes for and 9,905,190 votes against. In an advisory vote on the frequency of future say-on-pay votes, most votes were cast for one year, with 107,997,996 votes for that option.

None.

Advisory vote on executive compensation not approved, with 98,236,639 votes for and 9,905,190 against, signaling stockholder dissatisfaction with the current named executive officer pay program.

Guardant’s auditors ratified; executive pay plan failed advisory support.

Stockholders of Guardant Health elected all nominated directors and strongly ratified Deloitte & Touche LLP as auditor, with 115,899,030 votes in favor. This indicates broad support for board composition and the external audit relationship.

However, the advisory vote on compensation for named executive officers was not approved, with 98,236,639 votes for and 9,905,190 against. A failed say-on-pay vote is relatively uncommon and can prompt boards to reassess pay structure, disclosure, or engagement with investors.

In the advisory vote on frequency of future compensation votes, most shares, 107,997,996, were cast for holding say-on-pay votes every year. Subsequent disclosures or proxy materials may describe any board response or changes made following the negative compensation vote.

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.

Votes for Ian Clark: 70,526,891 votes Votes for Manuel Hidalgo Medina: 81,925,123 votes Auditor ratification votes for Deloitte & Touche LLP: 115,899,030 votes +4 more

7 metrics

Votes for Ian Clark 70,526,891 votes Director election at June 17, 2026 annual meeting

Votes for Manuel Hidalgo Medina 81,925,123 votes Director election at June 17, 2026 annual meeting

Auditor ratification votes for Deloitte & Touche LLP 115,899,030 votes Ratification for year ending December 31, 2026

Say-on-pay votes for 98,236,639 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 9,905,190 votes Advisory approval of named executive officer compensation

Votes for one-year say-on-pay frequency 107,997,996 votes Advisory vote on frequency of future compensation votes

Broker non-votes on proposals 1 and 3 7,714,711 votes Annual meeting on June 17, 2026

broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, named executive officers, +1 more

5 terms

broker non-votes financial

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

"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.

advisory (non-binding) basis financial

"a proposal to approve, on an advisory (non-binding) basis, the compensation"

named executive officers financial

"the compensation of the Company’s named executive officers, was not approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

frequency of future stockholder advisory votes financial

"the frequency of future stockholder advisory votes regarding the compensation"

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Understanding 8-K Material Events →

Available on EDGAR 06/18/2026 - 04:11 PM Accepted by SEC EDGAR 06/18/2026 - 04:11 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): June 17, 2026

GUARDANT HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38683

45-4139254

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

3100 Hanover Street

Palo Alto, California 94304

(Address of principal executive offices) (Zip Code)

855-698-8887

(Registrant’s telephone number, include 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, $0.00001 par value per share

The Nasdaq Global Select 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.

The annual meeting of stockholders (the “Annual Meeting”) of Guardant Health, Inc. (the “Company”) was held on June 17, 2026.

All of the nominees for director listed in Proposal 1 in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), were elected to serve on the Company’s board of directors by the following vote:


Name of Nominee	Votes For		Votes Withheld		Broker Non-Votes
Ian Clark		70,526,891		37,916,548		7,714,711
Manuel Hidalgo Medina		81,925,123		26,518,316		7,714,711

Proposal 2 in the Proxy Statement, a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was approved by the following vote:


Votes For	Votes Against	Abstentions
115,899,030	15,250	243,870

Proposal 3 in the Proxy Statement, a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, was not approved by the following vote:


Votes For	Votes Against	Abstentions	Broker Non-Votes
98,236,639	9,905,190	301,610	7,714,711

Proposal 4 in the Proxy Statement, a proposal to determine, on an advisory (non-binding) basis, the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers, was determined as follows:


Votes Cast for One Year	Votes Cast For Two Years	Votes Cast for Three Years	Abstentions	Broker Non-Votes
107,997,996	14,303	265,413	165,727	7,714,711

SIGNATURES

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

Source: View Original Filing on SEC EDGAR

Shareholders elected all nominated directors at Guardant Health’s June 17, 2026 annual meeting. Ian Clark received 70,526,891 votes for, and Manuel Hidalgo Medina received 81,925,123 votes for, with additional votes withheld and broker non-votes recorded for each nominee.

Shareholders approved Deloitte & Touche LLP as Guardant Health’s independent registered public accounting firm for 2026. The ratification vote received 115,899,030 votes for, 15,250 votes against, and 243,870 abstentions, indicating strong support for the current audit firm relationship.

No. The advisory vote on compensation for Guardant Health’s named executive officers was not approved. The proposal received 98,236,639 votes for, 9,905,190 votes against, 301,610 abstentions, and 7,714,711 broker non-votes, signaling shareholder opposition to the pay program.

Shareholders showed a preference for annual say-on-pay votes. The frequency proposal received 107,997,996 votes for one year, 14,303 for two years, 265,413 for three years, 165,727 abstentions, and 7,714,711 broker non-votes, indicating strong support for yearly advisory compensation votes.

Broker non-votes occur when brokers hold shares for clients but are not instructed how to vote on certain proposals. At Guardant Health’s 2026 meeting, 7,714,711 broker non-votes appeared on several proposals, affecting quorum and reported totals but not counting as votes for or against.

Shareholders voted on electing directors, ratifying Deloitte & Touche LLP as auditor, approving on an advisory basis executive compensation, and choosing the frequency of future advisory compensation votes, with director elections and auditor ratification approved and the compensation proposal not approved.

GUARDANT HEALTH, INC.

Date: June 18, 2026

/s/ John G. Saia

John G. Saia

Chief Legal Officer and Corporate Secretary

3 documents