Personalis (NASDAQ: PSNL) investors back directors, executive pay and BDO as auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Personalis, Inc. reported the results of its 2026 annual meeting of stockholders. Shareholders representing 91,869,300 shares, or 87.76% of the 104,677,900 shares outstanding as of March 17, 2026, were present, establishing a quorum to conduct business.

Two Class I directors, Olivia K. Bloom and Woodrow A. Myers, Jr., M.D., were elected to serve until the 2029 annual meeting, with 75,695,538 and 68,240,509 votes cast in their favor, respectively. Stockholders also ratified BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 91,586,300 votes for. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 75,549,455 votes for and relatively few votes against or abstentions.

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

Shares represented at meeting: 91,869,300 shares Shares outstanding: 104,677,900 shares Quorum percentage: 87.76% +4 more

7 metrics

Shares represented at meeting 91,869,300 shares Present or by proxy at 2026 annual meeting

Shares outstanding 104,677,900 shares Common stock outstanding as of March 17, 2026 record date

Quorum percentage 87.76% Portion of outstanding shares represented at 2026 annual meeting

Votes for Olivia K. Bloom 75,695,538 votes Election as Class I director

Votes for Woodrow A. Myers, Jr., M.D. 68,240,509 votes Election as Class I director

Votes for auditor ratification 91,586,300 votes Ratification of BDO USA, P.C. for year ending December 31, 2026

Votes for say-on-pay 75,549,455 votes Advisory approval of named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, quorum, +1 more

5 terms

broker non-votes financial

"including the number of votes cast for or against each matter and, if applicable, the number of abstentions and 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.

independent registered public accounting firm financial

"BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

non-binding, advisory basis financial

"Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

quorum financial

"constituting a quorum for the transaction of business"

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.

record date financial

"outstanding as of the close of business on March 17, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

05/13/2026 - 04:52 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 12, 2026

Personalis, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38943	27-5411038
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6600 Dumbarton Circle Fremont, California		94555
(Address of Principal Executive Offices)		(Zip Code)

(650) 752-1300

Registrant’s Telephone Number, Including Area Code

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 (see General Instructions A.2. below):

☐ 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, $0.0001 par value per share

     PSNL

     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 12, 2026, Personalis, Inc. (the “Company”) virtually held its 2026 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were the holders of 91,869,300 shares of common stock of the Company, representing 87.76% of the 104,677,900 shares of common stock outstanding as of the close of business on March 17, 2026, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 2, 2026. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected each of the two nominees for Class I director to serve until the Company’s 2029 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified or, if sooner, until the director's death, resignation or removal. The voting results were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Olivia K. Bloom	75,695,538	317,559	15,856,203
Woodrow A. Myers, Jr., M.D.	68,240,509	7,772,588	15,856,203

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:


Votes For	Votes Against	Abstentions
91,586,300	34,421	248,579

Proposal 3. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
75,549,455	384,918	78,724	15,856,203

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 thereunto duly authorized.


Date: May 13, 2026	Personalis, Inc.

	By:	/s/ Aaron Tachibana
		Aaron Tachibana
		Chief Financial Officer and Chief Operating Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at Personalis (PSNL) 2026 annual stockholder meeting?

A quorum was reached with 91,869,300 Personalis shares represented, equal to 87.76% of the 104,677,900 shares outstanding as of March 17, 2026. This high participation allowed all scheduled proposals to be validly considered and voted upon.

Which directors were elected at Personalis (PSNL) 2026 annual meeting?

Stockholders elected Olivia K. Bloom and Woodrow A. Myers, Jr., M.D. as Class I directors. They will serve until the 2029 annual meeting and until successors are elected and qualified, receiving strong majority support in the director elections.

How did Personalis (PSNL) stockholders vote on the 2026 auditor ratification?

Stockholders ratified BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026. The proposal received 91,586,300 votes for, 34,421 against, and 248,579 abstentions, indicating broad support for the auditor selection.

Was executive compensation approved at Personalis (PSNL) 2026 annual meeting?

Yes. In a non-binding advisory vote, stockholders approved compensation for Personalis’ named executive officers, with 75,549,455 votes for, 384,918 against, 78,724 abstentions, and 15,856,203 broker non-votes. This indicates overall shareholder support for the company’s pay practices.

How many votes did Personalis (PSNL) director nominee Olivia K. Bloom receive?

Olivia K. Bloom received 75,695,538 votes for election, with 317,559 votes withheld and 15,856,203 broker non-votes. These results reflect a strong majority in favor of her continuing service on the Personalis board of directors.

How many votes did Personalis (PSNL) director nominee Woodrow A. Myers, Jr., M.D. receive?

Woodrow A. Myers, Jr., M.D. received 68,240,509 votes for election, with 7,772,588 votes withheld and 15,856,203 broker non-votes. He was elected as a Class I director to serve until the 2029 annual meeting of stockholders.

Filing Exhibits & Attachments

1 document