Standard BioTools (LAB) investors approve 2026 equity plan and ESPP share increase

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8-K Event Classification

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Key Terms

What did Standard BioTools (LAB) stockholders approve at the 2026 annual meeting?

How many shares were outstanding for Standard BioTools (LAB) on the 2026 record date?

What change was made to the Standard BioTools (LAB) Employee Stock Purchase Plan?

Were Standard BioTools (LAB) directors re-elected at the 2026 annual meeting?

Did Standard BioTools (LAB) stockholders approve executive compensation?

Who is Standard BioTools’ (LAB) independent auditor for 2026?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Standard BioTools Inc. held its 2026 Annual Meeting of Stockholders on June 17, 2026. Stockholders approved the company’s new 2026 Equity Incentive Plan and an amendment to the Amended and Restated 2017 Employee Stock Purchase Plan, increasing the shares of common stock reserved under the ESPP by 1,200,000 shares.

Three Class I directors were elected to serve until the 2029 annual meeting, and stockholders gave advisory approval to executive compensation for 2025. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. On the April 24, 2026 record date, the company had 390,368,119 shares of common stock outstanding, and approximately 86.04% of voting power was represented at the meeting.

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.

Record date shares outstanding: 390,368,119 shares Voting power represented: 335,900,644 votes (86.04%) ESPP share increase: 1,200,000 shares +4 more

7 metrics

Record date shares outstanding 390,368,119 shares Common stock issued and outstanding as of April 24, 2026 record date

Voting power represented 335,900,644 votes (86.04%) Votes represented in person or by proxy at 2026 Annual Meeting

ESPP share increase 1,200,000 shares Additional common shares reserved under Amended and Restated 2017 ESPP

Votes for 2026 Equity Incentive Plan 228,342,854 votes For votes on approval of the 2026 Equity Incentive Plan

Votes for ESPP amendment 237,474,844 votes For votes on amendment to increase ESPP reserved shares

Say-on-pay support 209,778,412 votes For votes on advisory approval of 2025 executive compensation

Auditor ratification support 330,172,606 votes For votes to ratify PricewaterhouseCoopers LLP as 2026 auditor

2026 Equity Incentive Plan, Employee Stock Purchase Plan, broker non-votes, advisory vote on approval of executive compensation, +1 more

5 terms

2026 Equity Incentive Plan financial

"The Company’s stockholders voted to approve the Company’s 2026 Equity Incentive Plan (the “2026 Plan”)"

Employee Stock Purchase Plan financial

"an amendment to the Company’s Amended and Restated 2017 Employee Stock Purchase Plan (the “ESPP”)"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

broker non-votes financial

"Votes For | | Votes 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.

advisory vote on approval of executive compensation financial

"The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"to ratify the appointment of PricewaterhouseCoopers 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.

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Understanding 8-K Material Events →

06/18/2026 - 04:30 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

Standard BioTools Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	001-34180 (Commission File Number)	77-0513190 (I.R.S. Employer Identification Number)
50 Milk Street, 10th Floor Boston, Massachusetts 02109
(Address of principal executive offices and zip code)
(650) 266-6000
(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	Name of each exchange on which registered
Common stock, $0.001 par value per share	LAB	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Standard BioTools Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2026. The Company’s stockholders voted to approve the Company’s 2026 Equity Incentive Plan (the “2026 Plan”) and an amendment to the Company’s Amended and Restated 2017 Employee Stock Purchase Plan (the “ESPP”), increasing the number of shares of common stock reserved for issuance thereunder by 1,200,000 shares.

The 2026 Plan and the ESPP are described in further detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”), which descriptions are incorporated herein by reference. The complete text of the 2026 Plan and the ESPP are set forth in Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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

On April 24, 2026 (the “Record Date”), the Company had 390,368,119 shares of common stock issued and outstanding. A total of 335,900,644 votes, or approximately 86.04% of the total voting power of the shares of the Company’s capital stock issued and outstanding and entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting. The following proposals are described in detail in the Proxy Statement. The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below:

1. Election of Class I Directors. The following nominees were elected to serve as Class I directors, to hold office until the Company’s 2029 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified or their earlier resignation or removal:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Michael Egholm, Ph.D.	236,313,971	13,467,627	86,119,046
Thomas Carey	227,843,498	21,938,100	86,119,046
Eli Casdin	234,717,465	15,064,133	86,119,046

2. Advisory Vote on Approval of Executive Compensation. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2025 was approved by the following votes:


Votes For	Votes Against	Abstentions	Broker Non-Votes
209,778,412	36,318,595	3,684,591	86,119,046

3. Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of PricewaterhouseCoopers 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
330,172,606	652,236	5,075,802

4. Approval of the 2026 Equity Incentive Plan. The proposal to approve the 2026 Plan was approved by the following votes:


Votes For	Votes Against	Abstentions	Broker Non-Votes
228,342,854	17,821,911	3,616,833	86,119,046

5. Approval of the Amendment to the Amended and Restated 2017 Employee Stock Purchase Plan. The proposal to approve the amendment to the ESPP to increase the shares of common stock reserved thereunder by 1,200,000 shares was approved by the following votes:


Votes For	Votes Against	Abstentions	Broker Non-Votes
237,474,844	12,276,507	30,247	86,119,046

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1+		Standard BioTools Inc. 2026 Equity Incentive Plan.
10.2+		Standard BioTools Inc. Amended and Restated 2017 Employee Stock Purchase Plan, as Amended.
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.

Source: View Original Filing on SEC EDGAR

Stockholders approved the 2026 Equity Incentive Plan and an amendment to the 2017 Employee Stock Purchase Plan, adding 1,200,000 reserved shares. They also elected three Class I directors and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

On the April 24, 2026 record date, Standard BioTools had 390,368,119 shares of common stock issued and outstanding. These shares were entitled to vote at the 2026 Annual Meeting of Stockholders described in the company’s disclosure.

Stockholders approved an amendment to the Amended and Restated 2017 Employee Stock Purchase Plan, increasing the number of shares of common stock reserved for issuance under the plan by 1,200,000 shares. This expands capacity for future employee share purchases.

Three Class I director nominees, including Michael Egholm, Ph.D., Thomas Carey, and Eli Casdin, were elected to serve until the 2029 annual meeting or until successors are elected. Each received more votes “For” than “Withheld,” with substantial broker non-votes also recorded.

Yes. The advisory proposal to approve compensation for named executive officers for the year ended December 31, 2025 received 209,778,412 votes For, 36,318,595 Against, and 3,684,591 Abstentions, with 86,119,046 broker non-votes recorded on the matter.

Stockholders ratified PricewaterhouseCoopers LLP as Standard BioTools Inc.’s independent registered public accounting firm for the year ending December 31, 2026, with 330,172,606 votes For, 652,236 Against, and 5,075,802 Abstentions recorded on the ratification proposal.

June 18, 2026

STANDARD BIOTOOLS INC.

/s/ Alex Kim

Chief Financial Officer

3 documents