CareDx changes director election standard to majority vote; adopts resignation policy

CareDx, Inc.

Board amended bylaws on Dec 12, 2025, switching director election standard from plurality to majority vote.
Majority standard applies in uncontested elections; plurality still used in contested elections.
Incumbent director failing to receive majority must submit resignation; Governance Committee reviews within 90 days.
Board will publicly disclose its decision on the resignation recommendation after review.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CareDx, Inc.: Changed voting standard for director elections from plurality to majority vote in uncontested elections and adopted a director resignation policy for incumbents who do not receive a majority vote (effective 2025-12-12).

Change: bylaw amendment
Effective: 2025-12-12

Exact text from the filing

On December 12, 2025, the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to change the voting standard for the election of directors from a plurality to a majority voting standard, except in a contested election, where a plurality vote shall apply.

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Source: SEC EDGAR

accession 0001217234-25-000068

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