WGS 2025 AGM: Casdin & Ruch Win Seats Amid 30% Dissent, EY Retained

Rhea-AI Filing Summary

GeneDx Holdings Corp. (Nasdaq: WGS) filed a Form 8-K to report the results of its 18 June 2025 Annual Meeting of Stockholders.

Director elections: Stockholders elected Class I directors for terms expiring in 2028. Eli D. Casdin received 16,013,641 votes for and 6,823,343 withheld, while Joshua Ruch received 17,211,360 votes for and 5,625,624 withheld; 2,682,501 broker non-votes applied to both nominees.

Auditor ratification: Ernst & Young LLP was reappointed as independent registered public accounting firm for fiscal 2025 with 25,459,253 votes for, 49,423 against and 10,809 abstentions—roughly 99% support.

All agenda items passed. The near-unanimous auditor vote signals confidence in financial oversight, yet the 25-30% withholding against the directors highlights moderate shareholder dissent that the board may need to address. No other material business, financial results or strategic actions were disclosed.

Positive

• All meeting proposals were approved, preserving board continuity and governance stability.
• Auditor ratification received 25,459,253 votes for versus only 49,423 against, showing near-unanimous confidence in financial oversight.

Negative

• Director Eli D. Casdin saw 29.9% votes withheld, indicating material shareholder dissent.
• Director Joshua Ruch faced 24.6% votes withheld, highlighting underlying governance concerns despite re-election.

Insights

Corporate Governance Analyst

TL;DR: All proposals passed; strong audit support, but up to 30% director dissent warrants attention—overall governance status quo.

The election of both Class I directors and ratification of EY maintain board continuity and audit stability. However, 29.9% of votes were withheld from Eli Casdin and 24.6% from Joshua Ruch, levels that exceed typical single-digit dissent. While not blocking re-election, such opposition may prompt engagement on performance, independence or strategy. The auditor vote (99% support) indicates no apparent concerns over financial reporting. Given the absence of other agenda items or financial disclosures, the filing is operationally neutral yet flags a governance issue that could influence future proxy seasons.

Portfolio Manager

TL;DR: Routine AGM outcome—no immediate valuation impact, but notable dissent an early sign of shareholder unrest.

From an investment perspective, the 8-K does not alter GeneDx’s cash flows, leverage or growth trajectory. Continuation of EY mitigates audit-related risk. Still, a quarter of votes withheld against directors suggests misalignment between management and owners, which could influence future strategic decisions or activist involvement. The matter is worth monitoring but does not require portfolio action today.

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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 18, 2025

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware			85-1966622
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
333 Ludlow Street, North Tower; 6th Floor Stamford, Connecticut 06902
(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):

☐ 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

Class A common stock, par value $0.0001 per share

WGS

The Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share

WGSWW

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 (§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, 2025, 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, 2025.

There were 28,533,204 shares of the Class A common stock issued and outstanding on April 21, 2025, 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 I Director Election Proposal — To elect two Class I directors of the Company, each to serve a three-year term expiring at the Company’s 2028 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
Eli D. Casdin			16,013,641			6,823,343			2,682,501
Joshua Ruch			17,211,360			5,625,624			2,682,501

(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, 2025:

Votes For			Votes Against			Abstentions
25,459,253			49,423			10,809

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No			Description
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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 18, 2025			By:			/s/ Katherine Stueland
						Name:			Katherine Stueland
						Title:			Chief Executive Officer

FAQ

What were the 2025 director election results for GeneDx (WGS)?

Eli D. Casdin: 16,013,641 for / 6,823,343 withheld; Joshua Ruch: 17,211,360 for / 5,625,624 withheld; both were elected.

How many shares were entitled to vote at GeneDx's 2025 Annual Meeting?

The record date count was 28,533,204 Class A common shares.

Was Ernst & Young reappointed as GeneDx's independent auditor?

Yes, EY was ratified with 25,459,253 votes for, 49,423 against and 10,809 abstentions.

How much support did the auditor ratification receive?

Approximately 99% of votes cast favored retaining Ernst & Young LLP.

Were there any other proposals at the 2025 meeting?

No. Only the election of two directors and auditor ratification were on the ballot, and both passed.

Where is GeneDx's Class A common stock traded?

Shares trade on Nasdaq under the symbol WGS; warrants trade as WGSWW.