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Exagen (NASDAQ: XGN) shareholders approve directors, auditor and say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Exagen Inc. reported the results of its 2026 annual meeting of stockholders held on June 9, 2026. Stockholders elected two Class I directors to three-year terms expiring at the 2029 annual meeting: Tina S. Nova, Ph.D., who received 8,094,349 votes for and 220,954 withheld, and Scott Kahn, Ph.D., who received 6,295,837 votes for and 2,019,466 withheld, with 8,663,346 broker non-votes for each.

Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 16,955,368 votes for, 4 against, and 23,277 abstentions. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 8,271,156 votes for, 22,870 against, 21,277 abstentions, and 8,663,346 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Votes for Tina S. Nova, Ph.D. 8,094,349 votes Election as Class I director at 2026 annual meeting
Votes for Scott Kahn, Ph.D. 6,295,837 votes Election as Class I director at 2026 annual meeting
Broker non-votes on director elections 8,663,346 votes For each Class I director election
Auditor ratification votes for 16,955,368 votes Ratification of BDO USA, P.C. for FY ending Dec. 31, 2026
Auditor ratification abstentions 23,277 votes Ratification of BDO USA, P.C.
Say-on-pay votes for 8,271,156 votes Advisory approval of named executive officer compensation
Say-on-pay broker non-votes 8,663,346 votes Advisory vote on executive compensation
broker non-votes financial
"Name | Votes For | Votes Withheld | 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
"ratified the appointment of BDO USA, P.C. 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.
advisory vote financial
"approved, by an advisory vote, the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
named executive officers financial
"the compensation of the Company’s named executive officers as disclosed in the 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.
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Understanding 8-K Material Events →
0001274737FALSE00012747372026-06-092026-06-09

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 9, 2026
EXAGEN INC.
(Exact name of registrant as specified in its charter)





Delaware

001-39049

20-0434866
(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)
1261 Liberty Way
Vista, CA 92081
(Address of principal executive offices) (Zip Code)
(760) 560-1501
(Registrant’s telephone number, including area code)
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

XGN

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.
Exagen Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting") on June 9, 2026. At the Annual Meeting, the Company's stockholders voted on three proposals, as described below. Each of the proposals was described in detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). The vote totals noted below are final voting results from the Annual Meeting.
Proposal 1
The Company's stockholders elected the following two Class I directors for a three-year term of office expiring at the Company's 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until such director's earlier death, resignation or removal.
Name
Votes For
Votes Withheld
Broker Non-Votes
Tina S. Nova, Ph.D.
8,094,349220,9548,663,346
Scott Kahn, Ph.D.
6,295,8372,019,4668,663,346
Proposal 2
The Company's stockholders ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For
Votes Against
Abstentions
Broker Non-Votes
16,955,368423,277
__
Proposal 3
The Company's stockholders approved, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Votes For
Votes Against
Abstentions
Broker Non-Votes
8,271,15622,87021,2778,663,346



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.











EXAGEN INC.




Date: June 9, 2026



By:

/s/ Jeffrey G. Black






Jeffrey G. Black






Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Exagen Inc. (XGN) stockholders approve at the 2026 annual meeting?

Exagen stockholders elected two Class I directors, ratified BDO USA, P.C. as auditor for 2026, and approved, on an advisory basis, executive compensation as disclosed in the April 27, 2026 proxy statement.

Who was elected to Exagen Inc. (XGN) board at the 2026 annual meeting?

Stockholders elected Tina S. Nova, Ph.D. and Scott Kahn, Ph.D. as Class I directors for three-year terms expiring at the 2029 annual meeting, with each continuing until a successor is duly elected and qualified.

How did Exagen Inc. (XGN) stockholders vote on the 2026 auditor ratification?

Stockholders ratified BDO USA, P.C. as Exagen’s independent registered public accounting firm for the year ending December 31, 2026, with 16,955,368 votes for, 4 votes against, and 23,277 abstentions recorded.

Was Exagen Inc. (XGN) executive compensation approved in the 2026 say-on-pay vote?

Yes. In the advisory say-on-pay vote, 8,271,156 votes were cast for Exagen’s named executive officer compensation, 22,870 against, 21,277 abstained, and 8,663,346 were broker non-votes, resulting in approval.

When was Exagen Inc. (XGN) 2026 annual meeting of stockholders held?

Exagen held its 2026 annual meeting of stockholders on June 9, 2026. The meeting covered director elections, ratification of the independent auditor for 2026, and an advisory vote on executive compensation.

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