cdna-20240613

Delaware

001-36536

94-3316839

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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:


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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(Title of each class)

(Trading Symbol)

(Name of exchange on which registered)

Common Stock, $0.001 Par Value

CDNA

The Nasdaq Stock Market LLC

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).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2024, CareDx, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the Company’s 2024 Equity Incentive Plan (the “Plan”) in accordance with the voting results set forth below under Item 5.07. The Plan was previously adopted by the Company’s Board of Directors, subject to and effective upon stockholder approval.

The material terms of the Plan were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”) under the caption “Proposal No. 4 Approval of 2024 Equity Incentive Plan”. The Plan authorizes the grants of various types of equity-based incentive awards to employees, directors and consultants of the Company and its subsidiaries, as more fully described in the Proxy Statement.

The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

On June 13, 2024, the Company held the Annual Meeting. Of the 52,008,077 shares of the Company’s common stock outstanding as of April 18, 2024, the record date for the Annual Meeting, 47,357,347 shares were represented at the Annual Meeting virtually or by proxy, constituting approximately 91.05% 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 three Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.



Nominee	Votes For	Votes Withheld	Broker Non-Votes
George W. Bickerstaff, III	34,608,883	5,973,871	6,774,593
Christine M. Cournoyer	40,143,926	438,828	6,774,593
Hannah Valantine, M.D.	39,974,626	608,128	6,774,593

As a result, the Company’s stockholders voted to elect each of George W. Bickerstaff, III, Christine M. Cournoyer, and Hannah Valantine, M.D. as Class I directors to serve until the Company’s 2027 annual meeting of stockholders or until his or her 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, 2024.

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, 2024.

Proposal No. 3 – To approve, on an advisory basis, the compensation of the Company’s named executive officers.

As a result, the Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.

As a result, the Company’s stockholders voted to approve the Company’s 2024 Equity Incentive Plan.



Exhibit No.						Description

10.1						CareDx, Inc. 2024 Equity Incentive Plan

104						Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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 18, 2024

CAREDX, INC.

By:

/s/ John W. Hanna

John W. Hanna

President and Chief Executive Officer



Votes For	Votes Against	Abstentions	Broker Non-Votes
47,062,774	165,601	128,972	—



Votes For	Votes Against	Abstentions	Broker Non-Votes
38,902,912	1,639,617	40,225	6,774,593



Votes For	Votes Against	Abstentions	Broker Non-Votes
23,399,196	16,601,625	581,933	6,774,593


☐			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)