Veracyte (VCYT) investors back 3.5M-share equity plan increase and elect full board

Rhea-AI Filing Summary

Veracyte, Inc. reported the results of its 2026 annual meeting of stockholders, where shareholders approved an amendment to the company’s 2023 Equity Incentive Plan. The amendment increases the shares of common stock reserved for issuance under the plan by 3,500,000 shares.

All nine director nominees were elected to serve until the 2027 annual meeting. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for 2026 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and the 2023 Plan Amendment.

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

2023 Plan share increase: 3,500,000 shares Say-on-pay support: 71,266,771 shares for Say-on-pay opposition: 1,858,805 shares against +4 more

7 metrics

2023 Plan share increase 3,500,000 shares Additional common stock reserved under 2023 Equity Incentive Plan

Say-on-pay support 71,266,771 shares for Advisory approval of named executive officer compensation

Say-on-pay opposition 1,858,805 shares against Advisory vote on executive compensation

Auditor ratification for votes 75,452,164 shares Ratification of Ernst & Young LLP for 2026

Plan amendment for votes 52,059,077 shares Approval of 2023 Plan Amendment

Plan amendment against votes 21,060,296 shares Opposition to 2023 Plan Amendment

Typical director support example 73,049,803 shares for Election of director Eliav Barr to serve until 2027 meeting

Key Terms

2023 Equity Incentive Plan, non-binding advisory basis, independent registered public accounting firm, broker non-votes, +1 more

5 terms

2023 Equity Incentive Plan financial

"approved an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”)"

non-binding advisory basis financial

"The 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.

independent registered public accounting firm financial

"Ernst & Young LLP 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.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 71,266,771 | 1,858,805 | 43,634 | 2,700,490"

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.

definitive proxy statement regulatory

"in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

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Understanding 8-K Material Events →

FALSE000138410100013841012026-06-102026-06-10

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 10, 2026

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 10, 2026, at the 2026 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 3,500,000 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 8, 2026.

A more complete description of the 2023 Plan Amendment can be found in “Proposal No. 4 – 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 22, 2026 (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 2027 annual meeting of stockholders or until their successors are duly elected and qualified:

			For						Against						Abstain						Broker Non-Votes
Eliav Barr			73,049,803						80,948						38,459						2,700,490
Muna Bhanji			71,859,549						1,158,339						151,322						2,700,490
Karin Eastham			70,956,821						2,173,874						38,515						2,700,490
Robert S. Epstein			67,973,349						5,078,388						117,473						2,700,490
Jens Holstein			72,977,470						152,302						39,438						2,700,490
Evan Jones			70,657,221						2,462,244						49,745						2,700,490
Tom Miller			72,957,793						172,925						38,492						2,700,490
Brent Shafer			73,028,595						102,213						38,402						2,700,490
Marc Stapley			72,204,529						924,760						39,921						2,700,490

Each of the nine nominees for director was elected to serve until the 2027 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 2026:

For						Against						Abstain
75,452,164						379,788						37,748

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, 2026.

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
71,266,771						1,858,805						43,634						2,700,490

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

4.     The approval of the 2023 Plan Amendment:

For						Against						Abstain						Broker Non-Votes
52,059,077						21,060,296						49,837						2,700,490

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 11, 2026
						VERACYTE, INC.
						By:			/s/ Rebecca Chambers
						Name:			Rebecca Chambers
						Title:			Chief Financial Officer
									(Principal Financial Officer)

FAQ

What did Veracyte (VCYT) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing nine directors and amending the 2023 Equity Incentive Plan. The amendment added 3,500,000 shares reserved for issuance and ratified Ernst & Young LLP as Veracyte’s independent registered public accounting firm for the 2026 fiscal year.

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

Veracyte’s stockholders approved an increase of 3,500,000 shares reserved under the 2023 Equity Incentive Plan. This larger share pool is intended to support future equity awards to employees and other eligible participants, as described in the company’s 2023 Plan Amendment.

Were all Veracyte (VCYT) director nominees elected at the 2026 annual meeting?

Yes, all nine nominees, including Eliav Barr, Muna Bhanji, Karin Eastham, and others, were elected. Each will serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, based on the voting results disclosed.

Did Veracyte (VCYT) shareholders approve executive compensation on a say-on-pay basis?

Yes, shareholders approved the compensation of Veracyte’s named executive officers on a non-binding advisory basis. The vote totaled 71,266,771 shares for, 1,858,805 against, and 43,634 abstentions, with 2,700,490 broker non-votes recorded on the proposal.

Which audit firm did Veracyte (VCYT) shareholders ratify for the 2026 fiscal year?

Shareholders ratified Ernst & Young LLP as Veracyte’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote was 75,452,164 shares for, 379,788 against, and 37,748 abstentions, as reported in the meeting results.

How did Veracyte (VCYT) shareholders vote on the 2023 Plan Amendment proposal?

For the 2023 Plan Amendment, 52,059,077 shares voted for, 21,060,296 against, and 49,837 abstained, with 2,700,490 broker non-votes. This vote approved the amendment, which increases the share reserve for the company’s 2023 Equity Incentive Plan by 3,500,000 shares.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 167.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB