--- schema_version: "secwatch.filing_event.v1" accession: "0001217234-26-000036" form_type: "8-K" ticker: "CDNA" cik: "0001217234" company_name: "CareDx, Inc." filed_at: "2026-06-15T20:15:45+00:00" generated_at: "2026-06-15T20:26:22.108555+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # CareDx stockholders approve 1.6M share increase to 2024 Equity Incentive Plan ## Summary - Plan Amendment increases share reserve from 5.1M to 6.7M shares (~3.1% of outstanding), effective upon stockholder approval at June 11, 2026 Annual Meeting. - Proposal 5 passed with 27,575,633 votes for (66.8%), 13,702,645 against, 34,744 abstain; 6,829,710 broker non-votes. - All five director nominees elected: Fred Cohen, Bryan Riggsbee, Suresh Gunasekaran (Class II) and Michael Goldberg, John Hanna (Class III). - Auditor Deloitte & Touche LLP ratified (48.0M for), say-on-pay approved (39.4M for), and advisory vote frequency set to one year. - Voter turnout of ~93% (48.1M shares) constituted a quorum. ## SEC filing metadata - accession: 0001217234-26-000036 - form_type: 8-K - ticker: CDNA - cik: 0001217234 - company_name: CareDx, Inc. - filed_at: 2026-06-15T20:15:45+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1217234/000121723426000036/0001217234-26-000036-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1217234/000121723426000036/cdna-20260611.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001217234-26-000036 - JSON: https://secwatch.observer/filing/0001217234-26-000036.json - Plain text: https://secwatch.observer/filing/0001217234-26-000036.txt ## Key facts - Shareholder Votes CareDx, Inc. shareholders approved To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. at the 2026-06-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Shares For Shares Against Shares Abstaining Broker Non-Votes 48,012,497 111,586 18,649 — The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026. evidence_url: https://www.sec.gov/Archives/edgar/data/1217234/000121723426000036/0001217234-26-000036-index.htm - Shareholder Votes CareDx, Inc. shareholders approved To approve the amendment of the Company’s 2024 Equity Incentive Plan to increase the available shares reserved thereunder. at the 2026-06-11 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 5: Approval of the amendment of the Company’s 2024 Equity Incentive Plan. Shares For Shares Against Shares Abstaining Broker Non-Votes 27,575,633 13,702,645 34,744 6,829,710 The Company’s stockholders voted to approve the Plan Amendment. evidence_url: https://www.sec.gov/Archives/edgar/data/1217234/000121723426000036/0001217234-26-000036-index.htm - Shareholder Votes CareDx, Inc. shareholders approved To approve, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. at the 2026-06-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 3: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. Shares For Shares Against Shares Abstaining Broker Non-Votes 39,387,247 1,905,070 20,705 6,829,710 The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1217234/000121723426000036/0001217234-26-000036-index.htm - Shareholder Votes CareDx, Inc. shareholders voted on To approve, on a non-binding advisory basis, of the frequency of advisory votes on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. at the 2026-06-11 meeting. - Proposal: say on pay frequency - Meeting: 2026-06-11 source text: Proposal 4: Approval, on a non-binding advisory basis, of the frequency of advisory votes on the compensation of the Company’s named executive officers. One Year Two Years Three Years Abstaining Broker Non-Votes 39,804,235 64,263 1,416,678 27,846 6,829,710 The Company’s stockholders advised that they were in favor of “one year” as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. Based on the results of the advisory vote, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers every one year. evidence_url: https://www.sec.gov/Archives/edgar/data/1217234/000121723426000036/0001217234-26-000036-index.htm - Shareholder Votes CareDx, Inc. shareholders approved To elect Fred E. Cohen, M.D., D. Phil, R. Bryan Riggsbee and Suresh Gunasekaran as Class II directors, and Michael D. Goldberg and John W. Hanna as Class III directors, each to serve a one-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective at the 2026-06-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 1: Election of three Class II directors and two Class III directors, identified in the table below, each to serve a one-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, resignation or removal. Nominees Class Shares For Shares Withheld Broker Non-Votes Fred E. Cohen, M.D., D. Phil II 40,271,984 1,041,038 6,829,710 R. Bryan Riggsbee II 38,851,207 2,461,815 6,829,710 Suresh Gunasekaran II 41,091,649 221,373 6,829,710 Michael D. Goldberg III 38,837,463 2,475,559 6,829,710 John W. Hanna III 40,812,915 500,107 6,829,710 Each of the five nominees for director was elected to serve until the Company’s 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation or removal. evidence_url: https://www.sec.gov/Archives/edgar/data/1217234/000121723426000036/0001217234-26-000036-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.