[8-K] Veracyte, Inc. Reports Material Event

Rhea-AI Filing Summary

Veracyte, Inc. (VCYT) filed an 8-K to disclose the voting results of its 17 June 2025 Annual Meeting and related governance actions. Stockholders elected all seven director nominees with support levels ranging from 93.8% to 98.3% of votes cast (excluding broker non-votes). Ernst & Young LLP was ratified as independent auditor for FY-2025 with 99.7% approval.

A key item was a 2.5 million-share increase to the 2023 Equity Incentive Plan. The amendment passed with 72.6% of votes cast (50.6 m For, 19.1 m Against). Assuming full issuance, potential dilution equals roughly 3.4% of the 73.3 million shares outstanding reported in the company’s February 2025 10-K. While the plan expansion strengthens Veracyte’s ability to attract and retain talent in a competitive diagnostics market, it also modestly dilutes existing holders.

Shareholders backed executive compensation in a non-binding “say-on-pay” vote (97.3% approval) and endorsed an annual frequency for future say-on-pay votes (96.2% choosing one-year cadence). The Board has adopted this schedule until at least the 2031 meeting.

Overall, the meeting reinforced management’s governance platform, maintained auditor continuity, and provided additional equity capacity. No immediate financial results or operational updates were included; therefore, market impact is likely limited to perceptions around future dilution and compensation alignment.

Positive

• All seven directors re-elected, indicating broad shareholder confidence in current leadership and strategy.
• Auditor ratified with 99.7% approval, sustaining continuity in financial oversight and reducing accounting risk.
• Annual say-on-pay frequency adopted, offering investors regular influence over executive compensation policies.

Negative

• Equity Incentive Plan expanded by 2.5 million shares, introducing potential ~3-4% dilution to existing shareholders.
• 27.4% of votes opposed the plan amendment, signalling a portion of the investor base is sensitive to dilution and pay-for-performance alignment.

Insights

Corporate Governance Expert

TL;DR: Routine meeting; all proposals passed, modest plan dilution.

The decisive re-election of directors and overwhelming auditor ratification signal continued investor confidence in Veracyte’s oversight structure. The 2.5 million-share equity plan expansion, while standard for growth companies, represents ~3-4% dilution—material but not unusual. Support at 73% suggests some governance-focused investors flagged dilution concerns, yet approval still exceeded ISS/Glass Lewis 50% thresholds. Annual say-on-pay frequency aligns VCYT with S&P MidCap norms and should enhance compensation accountability. Overall governance posture remains shareholder-friendly, with no red flags.

Portfolio Manager

TL;DR: Limited near-term price effect; watch equity issuance pace.

Absent financial metrics, this 8-K is largely neutral. The new equity pool could pressure EPS if aggressively issued, but Veracyte historically grants ~1.5 m shares annually, implying 18-month runway. Strong say-on-pay backing reduces headline risk around executive rewards. I view today’s filing as housekeeping—no change to revenue growth, margins or valuation drivers. I would monitor subsequent 10-Q filings to track actual equity grant burn and adjust dilution assumptions in DCF models accordingly.

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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): June 17, 2025

VERACYTE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36156

20-5455398

(State or other jurisdiction of incorporation)

Commission File Number

(IRS Employer Identification No.)

6000 Shoreline Court, Suite 300, South San Francisco, California						94080
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (650) 243-6300

N/A

(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, par value, $0.001 per share

VCYT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

As further described in Item 5.07 to this Current Report on Form 8-K (this “Report”), on June 17, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Veracyte, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to increase the number of shares of the Company’s Common Stock, $0.001 par value, reserved for issuance under the 2023 Plan by 2,500,000 shares (the “2023 Plan Amendment”). The 2023 Plan Amendment had been approved, subject to stockholder approval, by the Company’s Board of Directors on April 14, 2025.

A more complete description of the 2023 Plan Amendment can be found in “Proposal No. 5 – Approval of Amendment to Veracyte, Inc. 2023 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the 2023 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.

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

The stockholders of the Company voted on the following proposals at the Annual Meeting. The results of such votes are as follows:

1.    The following directors were nominated to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified:

			For						Against						Abstain						Broker Non-Votes
Eliav Barr			69,359,611						319,707						10,908						2,662,888
Muna Bhanji			59,556,296						9,588,360						545,570						2,662,888
Karin Eastham			67,986,084						1,693,356						10,786						2,662,888
Jens Holstein			69,210,987						468,451						10,788						2,662,888
Tom Miller			69,363,357						252,277						74,592						2,662,888
Brent Shafer			67,103,688						2,503,195						83,343						2,662,888
Marc Stapley			68,740,790						609,523						339,913						2,662,888

Each of the seven nominees for director was elected to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.

2.    The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025:

For						Against						Abstain
72,172,533						165,657						14,924

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

3.    The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:

For						Against						Abstain						Broker Non-Votes
67,829,470						1,849,211						11,545						2,662,888

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

4.    The selection, on a non-binding advisory basis, of whether future advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years:

One Year						Two Years						Three Years						Abstain
66,846,469						48,744						2,783,951						11,062

The stockholders approved, on a non-binding advisory basis, that future non-binding advisory votes on the compensation of the Company’s named executive officers be held every year. Consistent with the results of the advisory vote and with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder non-binding advisory votes regarding the compensation to be paid by the Company to its named executive officers every year. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on the compensation of named executive officers, expected to be held at the Company’s 2031 Annual Meeting of Stockholders.

5.     The approval of the 2023 Plan Amendment:

For						Against						Abstain						Broker Non-Votes
50,604,131						19,070,837						15,258						2,662,888

The stockholders approved the 2023 Plan Amendment.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						2023 Equity Incentive Plan, as Amended*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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.

Dated:			June 18, 2025
						VERACYTE, INC.
						By:			/s/ Rebecca Chambers
						Name:			Rebecca Chambers
						Title:			Chief Financial Officer
									(Principal Financial Officer)

FAQ

How many additional shares did Veracyte (VCYT) add to its 2023 Equity Incentive Plan?

The amendment increases the share reserve by 2,500,000 common shares.

Was the new share authorization for VCYT’s equity plan approved?

Yes. 50.6 m votes For versus 19.1 m Against; the proposal passed with 72.6% support.

What is the potential dilution from Veracyte’s new equity pool?

If fully issued, the 2.5 m shares represent roughly 3-4% of current shares outstanding.

How often will Veracyte hold future say-on-pay votes?

Shareholders chose an annual (one-year) frequency; the Board adopted this schedule until 2031.

Did shareholders re-elect Veracyte’s entire board?

Yes, all seven nominees were elected to serve until the 2026 Annual Meeting.

Who remains Veracyte’s independent auditor for FY-2025?

Ernst & Young LLP was ratified with 99.7% shareholder approval.