UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2025, CareDx, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan (the “Plan”) in accordance with the voting results set forth below under Item 5.07. The Plan Amendment was previously adopted by the Company’s Board of Directors at its meeting on April 23, 2025, subject to and effective upon stockholder approval.
The material terms of the Plan Amendment were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”) under the caption “Proposal No. 4 Approval of Amendment to the 2024 Equity Incentive Plan.” The Plan Amendment authorizes an increase in the available shares reserved under the Plan by 1,600,000 shares, or approximately 3% of common shares issued and outstanding, subject to adjustment as provided in the Plan, and an equivalent increase in the number of shares of stock available for grant pursuant to incentive stock options, as more fully described in the Proxy Statement.
The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2025, the Company held the Annual Meeting. Of the 55,596,737 shares of the Company’s common stock outstanding as of April 15, 2025, the record date for the Annual Meeting, 49,757,768 shares were represented at the Annual Meeting virtually or by proxy, constituting approximately 89.49% of the outstanding shares entitled to vote and constituting a quorum for the transaction of business.
At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Proxy Statement.
Set forth below is a brief description of each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal.
Proposal No. 1 - To elect two Class II directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.
| Nominee | Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Fred E. Cohen, M.D., D. Phil |
42,173,236 |
1,558,136 |
6,026,396 | |||
| R. Bryan Riggsbee |
42,839,955 |
891,417 |
6,026,396 |
As a result, the Company’s stockholders voted to elect each of Fred E. Cohen, M.D., D. Phil and R. Bryan Riggsbee as Class II directors to serve until the Company’s 2026 annual meeting of stockholders or until his respective successor is duly elected and qualified.
Proposal No. 2 - To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 49,638,906 |
95,842 | 23,020 |
0 |
As a result, the Company’s stockholders voted to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025.
Proposal No. 3 - To approve, on an advisory basis, the compensation of the Company’s named executive officers.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 40,012,994 |
3,694,527 |
23,851 |
6,026,396 |
As a result, the Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.
Proposal No. 4 - To approve the Amendment to the Company’s 2024 Equity Incentive Plan.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 27,296,700 |
16,389,509 |
45,163 |
6,026,396 |
As a result, the Company’s stockholders voted to approve the Plan Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to the CareDx, Inc. 2024 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | |
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.
| Date: June 12, 2025 | CAREDX, INC. | |||||
| By: | /s/ John Hanna | |||||
| John Hanna | ||||||
| President and Chief Executive Officer | ||||||