GeneDx Holdings (NASDAQ: WGS) investors approve director, auditor and say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
GeneDx Holdings Corp. reported the results of its Annual Meeting of Stockholders held on June 18, 2026. Stockholders elected Class II director Katherine Stueland to a three-year term, with 18,325,894 votes for and 5,893,466 votes withheld, and 3,409,327 broker non-votes.
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 27,466,639 votes for, 158,884 against and 3,164 abstentions. They also approved, on an advisory basis, the compensation of named executive officers, with 22,705,946 votes for and 1,471,593 against.
In an advisory vote on how often to hold future say-on-pay votes, 23,816,121 votes favored an annual vote, 24,246 favored every two years, 358,017 favored every three years, and 20,976 abstained. There were 29,675,547 Class A shares outstanding on the April 20, 2026 record date.
Positive
- None.
Negative
- None.
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 outstanding on record date: 29,675,547 shares
Director election votes for: 18,325,894 votes
Director election votes withheld: 5,893,466 votes
+3 more
6 metrics
Shares outstanding on record date
29,675,547 shares
Class A common stock as of April 20, 2026 record date
Director election votes for
18,325,894 votes
Votes for Katherine Stueland as Class II director
Director election votes withheld
5,893,466 votes
Votes withheld for Katherine Stueland
Auditor ratification votes for
27,466,639 votes
Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-pay votes for
22,705,946 votes
Advisory approval of named executive officer compensation
Votes favoring annual say-on-pay
23,816,121 votes
Advisory vote on frequency of future executive compensation votes
Key Terms
Annual Meeting of Stockholders, independent registered public accounting firm, named executive officers, advisory basis, +1 more
5 terms
Annual Meeting of Stockholders regulatory
"held its Annual Meeting of Stockholders (the “Annual Meeting”)"
independent registered public accounting firm financial
"ratify the appointment of Ernst & Young 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.
named executive officers financial
"the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement"
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.
advisory basis regulatory
"To approve, on an advisory basis, the compensation of the Company’s named executive officers"
broker non-votes financial
"Katherine Stueland | 18,325,894 | 5,893,466 | 3,409,327"
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.
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 18, 2026
Commission file number 001-39482
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) (Zip Code) | |||||
Registrant's telephone number, including area code: (888 ) 729-1206
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 Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 June 18, 2026, GeneDx Holdings Corp., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) considered and voted on the matters listed below. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026.
There were 29,675,547 shares of the Class A common stock issued and outstanding on April 20, 2026, the record date for the Annual Meeting. The Stockholders voted on the following proposals at the Annual Meeting, each of which was approved.
The final voting results from the Annual Meeting are set forth below.
(1)Proposal No. 1 — The Class II Director Election Proposal — To elect one Class II director of the Company, to serve a three-year term expiring at the Company’s 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Katherine Stueland | 18,325,894 | 5,893,466 | 3,409,327 | |||||||||||||||||
(2)Proposal No. 2 — The Auditor Ratification Proposal — To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 27,466,639 | 158,884 | 3,164 | ||||||||||||
(3)Proposal No. 3 — The Advisory Vote on Executive Compensation of Named Executive Officers Proposal — To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 22,705,946 | 1,471,593 | 41,821 | ||||||||||||
(4)Proposal No. 4 — The Advisory Vote on Frequency of Future Advisory Votes on the Compensation of Named Executive Officers Proposal — To indicate, on a non-binding advisory basis, whether future advisory votes on the compensation paid by us to our named executive officers should be held every one, two, or three years:
| 1 Year | 2 Years | 3 Years | Abstentions | |||||||||||||||||
| 23,816,121 | 24,246 | 358,017 | 20,976 | |||||||||||||||||
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 hereunto duly authorized.
| GENEDX HOLDINGS CORP. | ||||||||
| Date: June 23, 2026 | By: | /s/ Katherine Stueland | ||||||
| Name: | Katherine Stueland | |||||||
| Title: | Chief Executive Officer | |||||||
FAQ
What did GeneDx Holdings Corp. (WGS) stockholders approve at the 2026 annual meeting?
Stockholders approved all proposals, including electing Katherine Stueland as a Class II director and ratifying Ernst & Young LLP as auditor, as well as advisory approvals on executive compensation and the frequency of future say-on-pay votes.
What were the voting results for GeneDx director Katherine Stueland in 2026?
Katherine Stueland received 18,325,894 votes for election as a Class II director, with 5,893,466 votes withheld and 3,409,327 broker non-votes, securing a three-year term expiring at the company’s 2029 annual meeting of stockholders.
Which audit firm did GeneDx (WGS) stockholders ratify for fiscal 2026?
Stockholders ratified Ernst & Young LLP as GeneDx’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 27,466,639 votes for, 158,884 votes against, and 3,164 abstentions recorded.
How did GeneDx stockholders vote on executive compensation in 2026?
On an advisory basis, stockholders approved the compensation of the company’s named executive officers, casting 22,705,946 votes for, 1,471,593 votes against, and 41,821 abstentions, as disclosed in connection with the Annual Meeting.
How often did GeneDx investors prefer future say-on-pay votes to occur?
In the advisory frequency vote, 23,816,121 votes supported holding say-on-pay votes every one year, 24,246 supported every two years, 358,017 supported every three years, and 20,976 abstained, indicating overall preference for an annual advisory vote.