---
schema_version: "secwatch.filing_event.v1"
accession: "0001477932-24-002348"
form_type: "8-K"
ticker: "VNRX"
cik: "0000093314"
company_name: "VOLITIONRX LTD"
filed_at: "2024-04-26T23:59:59+00:00"
generated_at: "2026-06-03T07:09:42.068053+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# VolitionRx board shrinks from 8 to 6; two long-serving directors retire; quorum lowered to 33%

## Summary
- Executive Chairman Faulkes and director Futcher to retire after 12 & 7 years, not standing for re-election at July 2, 2024 meeting.
- Board size reduced from 8 to 6 immediately prior to the Annual Meeting; Guy Innes named interim Chairman and Nominations Chair.
- Faulkes will remain as employee for 3 months post-meeting to assist with transition; retirements not due to any dispute.
- Bylaws amended to lower stockholder quorum requirement from majority to 33 1/3% of voting power for all meetings.
- Six directors to be nominated for re-election at the Annual Meeting; board expects election of nominees.

## SEC filing metadata
- accession: 0001477932-24-002348
- form_type: 8-K
- ticker: VNRX
- cik: 0000093314
- company_name: VOLITIONRX LTD
- filed_at: 2024-04-26T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/93314/000147793224002348/0001477932-24-002348-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/93314/000147793224002348/vnrx_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-24-002348
- JSON: https://secwatch.observer/filing/0001477932-24-002348.json
- Plain text: https://secwatch.observer/filing/0001477932-24-002348.txt

## Key facts
- Executive change
  Edward Futcher departed as Director at VOLITIONRX LTD.
  - Action: retire
  - Role: Director
  source text: Dr. Faulkes will also step down as Executive Chairman, and Dr. Futcher will also step down as a member and Chair of the Board’s Nominations and Governance Committee and member of the Audit Committee, at the same time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/93314/000147793224002348/0001477932-24-002348-index.htm
- Executive change
  Guy Innes was appointed as Chairman of the Board at VOLITIONRX LTD.
  - Action: appointed
  - Role: Chairman of the Board
  source text: Assuming the re-election of the Board-nominated director nominees at the Annual Meeting, the Board has appointed Guy Innes as interim Chairman of the Board and as the Chair of the Nominations and Governance Committee, effective immediately upon such re-election, in addition to his continuing role as a member and Chair of the Audit Committee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/93314/000147793224002348/0001477932-24-002348-index.htm
- Executive change
  Martin Faulkes departed as Executive Chairman at VOLITIONRX LTD.
  - Action: retire
  - Role: Executive Chairman
  source text: On April 24, 2024, Dr. Martin Faulkes and Dr. Edward Futcher each informed the Board of Directors (the “Board”) of VolitionRx Limited (the “Company”) of their intention to retire from the Board of the Company following the conclusion of the current director service year and to not stand for re-election at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which is expected to be held on July 2, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/93314/000147793224002348/0001477932-24-002348-index.htm
- Governance Changes
  VOLITIONRX LTD: Amended Bylaws to reduce stockholder meeting quorum from majority to 33 1/3% of voting power (effective 2024-04-24).
  - Change: bylaw amendment
  - Effective: 2024-04-24
  source text: On April 24, 2024, the Board adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 1/3% of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business
  evidence_url: https://www.sec.gov/Archives/edgar/data/93314/000147793224002348/0001477932-24-002348-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.