Welcome to the annual meeting of stockholders for CareDx, Inc. Our host for today's meeting is John Hanna, President and CEO. I will now turn the call over to your host. Mr. Hanna, you may begin. Good morning, ladies and gentlemen. Welcome to the 2026 annual meeting of stockholders of CareDx, Inc. I am John Hanna, President and CEO of CareDx. I am pleased to conduct our annual meeting virtually. This meeting is being recorded. However, we ask that no one attending via the webcast use any audio recording device. At this time, I call the meeting to order. The company's board of directors has appointed me to act as chairperson of this meeting. Jeffrey Novack, the company's general counsel, will act as secretary of this meeting. I would also like to introduce Mr. Nathan Mitchell, a partner at Deloitte & Touche LLP, our independent registered public accounting firm. During the question and answer period at the end of today's session, Mr. Mitchell will be available to answer any appropriate questions you may have concerning the independent audit. Also present today is Rob Freedman of Fenwick & West LLP, our outside legal counsel. The board of directors has appointed Susan Miller to act as Inspector of Election for the meeting. Ms. Miller has previously taken the oath as Inspector of Election. We will file the executed oath with the records of this meeting. Many stockholders have already submitted their proxies. All proxies will be voted as marked by the stockholders signing them. If you have voted by proxy, you do not need to take any further action. If you wish to vote during this meeting, please log in to the web portal as a stockholder by entering the control number you received with your proxy materials and clicking on the Cast Your Vote button on the screen. The secretary will now review the agenda, rules of conduct, and procedures for today's meeting and present the affidavit of mailing of the notice of availability of proxy materials and the proxy materials and annual report. Thank you, John. Upon logging into the meeting, you were presented with an agenda and the rules of conduct and procedures for the annual meeting. To conduct an orderly meeting, we ask that participants abide by these rules. As stated in the rules of conduct, only validated stockholders may ask questions in the designated field on the web portal. Should you desire to ask a question, please submit your question in the designated field on the web portal. After the formal meeting has been adjourned, we will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting or the business of the company will be addressed. Thank you for your cooperation with these rules. There are five items of business on today's agenda: to elect five directors to serve until the 2027 annual meeting of stockholders, or until their successors are duly elected and qualified; to ratify the appointment of Deloitte & Touche LLP, as our independent registered public accounting firm for our fiscal year ending December 31st, 2026; to approve, on an advisory basis, the compensation of our named executive officers; to approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers; and to approve an amendment to our 2024 Equity Incentive Plan to increase the available shares reserved thereunder. Each of these items is described in the proxy statement filed with the Securities and Exchange Commission on April 27th, 2026. The board of directors set April 15th, 2026, as the date of record for this stockholders meeting. We have at this meeting a list of stockholders as of that date entitled to vote at this meeting. A duplicate record has been on file at the principal place of the company for a 10-day period ending yesterday and has been available for inspection by any stockholder during normal business hours during that period. Mr. Chairperson, I present the affidavit of mailing of Broadridge Financial Solutions, Inc., attesting that the notice of availability of proxy materials for this meeting was mailed on or about April 28th, 2026, to all of the company's stockholders of record determined as of the close of business on April 15, 2026, the record date for stockholders entitled to notice of this meeting, which is in accordance with the bylaws of the company. Thank you, Jeff. I direct that the affidavit of mailing be made part of the minutes of the meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Jeff, do you have a report? Yes. I have been advised by the Inspector of Election that approximately 93% of the company's issued and outstanding shares entitled to vote is represented at today's meeting, which is sufficient to constitute a quorum for the purpose of transacting business at this meeting. Thank you, Jeff. The report of the Secretary on the existence of a quorum is accepted. Since the majority of the company's shares is represented here today, I declare that a quorum is present and the meeting is duly constituted. It is 10:06 A.M. Pacific Time, the polls are now open for voting. We may now proceed to transact the business for which the meeting has been called. The next order of business is a description of matters properly brought before this meeting. The first proposal is for the election of directors. The board of directors has nominated and recommends a vote for Michael Goldberg, John Hanna, Fred E. Cohen, Suresh Gunasekaran, Bryan Riggsbee, each a current director of the company, to serve as a director until 2027 Annual Meeting of Stockholders, or until such director's respective successor is duly elected and has qualified. The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nomination for directors closed. The board of directors recommends a vote for the election of each of the nominated directors. As chairman of this annual meeting and on behalf of the board of directors, I move for the election of each of the nominated directors, which motion is seconded by proxy. We will now move to proposal two. The next matter being submitted to stockholders for action is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board of directors recommends a vote for the ratification of the appointment of Deloitte. As chairman of this annual meeting and on behalf of the board of directors, I move for the approval of this proposal, which motion is seconded by proxy. We will now move to proposal three. The third matter being submitted to stockholders for action is the vote on an advisory basis on the compensation of our named executive officers as presented in the proxy statement accompanying the notice for this meeting. This non-binding advisory vote is commonly referred to as say on pay vote and gives our stockholders the opportunity to express their views on our named executive officers' compensation as a whole. The board of directors recommends a vote for the approval on an advisory basis on the compensation of the company's named executive officers. As chairman of this annual meeting and on behalf of the board of directors, I move for the approval of this non-binding proposal, which motion is seconded by proxy. We will now move to proposal four. The fourth matter being submitted to stockholders for action is the vote on an advisory basis on the frequency of future advisory votes on the compensation of our named executive officers. Under this proposal, our stockholders may cast a non-binding advisory vote on whether they would prefer to vote on the compensation of our named executive officers every year, every two years, or every three years. The board of directors recommends a vote for the selection of one year as the frequency with which we will hold an advisory vote to approve the compensation of our named executive officers. As chairman of this annual meeting and on behalf of the board of directors, I move for the approval of this non-binding proposal, which motion is seconded by proxy. We will now move to proposal five. The fifth matter being submitted to stockholders for action is the approval of an amendment to the company's 2024 Equity Incentive Plan as presented in the proxy statement accompanying the notice for this meeting in order to increase the available shares reserved thereunder. The board of directors recommends a vote for the approval of the amendment to the company's 2024 Equity Incentive Plan. As chairman of this annual meeting and on behalf of the board of directors, I move for the approval of this proposal, which motion is seconded by proxy. The company did not receive any other proposals for consideration by the stockholders at this year's annual meeting. No further business is scheduled to come before the stockholders, we will move on to voting. I now direct that a vote of the stockholders be taken on the foregoing matters. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on April 15th, 2026. Any stockholder who has previously given their proxy need not vote unless the stockholder desires to revoke their proxy and vote at this meeting. No ballots or proxies or revocations or changes of proxies will be accepted after the polls are closed. I declare the polls for each matter voted upon at this meeting closed at 10:11 A.M. Pacific Time today and direct the Inspector of Election to tabulate the ballots. Will the secretary please report the preliminary results of the voting? Yes. Although not all the numbers on the share vote are in, I can provide the following preliminary results from the Inspector of Election. Proposal one, directors elected pursuant to proposal one are elected by a majority of the votes cast, which means the number of shares voted for a director nominee must exceed the votes cast against that nominee. I've been advised by the Inspector of Election that Michael Goldberg, John Hanna, Fred Cohen, Suresh Gunasekaran, and Bryan Riggsbee have each received a greater number of votes cast for his election than the votes cast against his election to the Board of Directors. Accordingly, each of these nominees has been elected as a director of the company to serve for the term expiring on the date of the company's 2027 annual meeting, or until such director's respective successor has been duly elected and qualified. Proposal two. The vote required to approve Proposal two, the ratification of the appointment of Deloitte & Touche LLP, is the affirmative vote of a majority of the shares of the company's common stock present virtually or by proxy at the annual meeting and entitled to vote thereon. I have been advised by the Inspector of Election that a majority of the shares represented at this meeting and entitled to vote thereon, voted in favor of the ratification of the appointment of Deloitte & Touche LLP to act as the company's independent registered public accounting firm. Accordingly, the 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, has been approved. Proposal three. The vote required to approve Proposal three, the approval on an advisory basis of the compensation of the company's named executive officers, is the affirmative vote of a majority of the shares of the company's common stock present virtually or by proxy at the annual meeting and entitled to vote thereon. I have been advised by the Inspector of Election that a majority of the shares represented at the meeting voted for the compensation of our named executive officers as presented in the proxy statement accompanying the notice for this meeting. Therefore, this proposal has passed. Proposal four. The vote required to approve Proposal four, the approval on an advisory basis of the frequency of advisory votes on the compensation of the company's named executive officers, is the affirmative vote of a plurality of the shares of the company's common stock present virtually or by proxy at the annual meeting and entitled to vote thereon. The option receiving the highest number of affirmative votes will be determined to be the preferred frequency. I have been advised by the Inspector of Election that the proposal to hold future stockholder advisory votes on the compensation of the company's named executive officers every one year has been approved by the highest number of the votes cast, as presented in the proxy statement accompanying the notice for this meeting. Proposal five. The vote required to approve Proposal five, the amendment to the company's 2024 Equity Incentive Plan to increase the available shares reserved thereunder, is the affirmative vote of a majority of the shares of the company's common stock present virtually or by proxy at the annual meeting and entitled to vote thereon. I have been advised by the Inspector of Election that a majority of the shares of the company's common stock, present virtually or by proxy at the meeting, voted for the approval of an amendment to the company's 2024 Equity Incentive Plan, as presented in the proxy statement accompanying the notice for this meeting. Therefore, this proposal has been approved. The Inspector of Election has indicated that she will furnish me with a written report of the final vote count with respect to the matters voted on today. A final tally of the votes will be published in a current report on Form 8-K filed with the Securities and Exchange Commission on or before June 17th, 2026. Thank you, Jeff. Please include the Inspector of Election's written report of the final vote count in the minutes for today's meeting. This concludes the business portion of the meeting. There being no further business to conduct, I hereby declare the business portion of the 2026 annual meeting of stockholders of CareDx is now adjourned. We've received no questions for the purposes that relate to this meeting. I hereby declare the meeting adjourned. Once again, thank you all for attending today's meeting and for your continuing support of CareDx. This now concludes today's meeting. Thank you for attending. You may disconnect and have a wonderful rest of your day. Okay, good job
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