{"url_path":"/sec/cdna/8-k/2026-06-15/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1217234/0001217234-26-000036-index.html","accession_number":"0001217234-26-000036","cik":"0001217234","ticker":"CDNA","issuer_name":"CareDx, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1217234/0001217234-26-000036-index.html","primary_entity_key":"0001217234","primary_entity_name":"CareDx, Inc."},"word_count":663,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders.\n\nAs described above, on June 11, 2026, the Company held its Annual Meeting. 48,142,732 shares of common stock, representing approximately 93% of the total outstanding shares entitled to vote at the Annual Meeting, were present virtually or represented by proxy, which constituted a quorum for the transaction of business. The Company’s stockholders who were present virtually or represented by proxy voted on five proposals at the Annual Meeting, each of which is described below and more fully in the Proxy Statement.\n\nAt the Annual Meeting, the Company’s stockholders voted on the following proposals:\n\n1.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 successors have been duly elected and qualified or until their earlier death, resignation or removal.\n\n2.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.\n\n3.To approve, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.\n\n4.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.\n\n5.To approve the amendment of the Company’s 2024 Equity Incentive Plan to increase the available shares reserved thereunder.\n\nThe final voting results for each of these proposals are as follows:\n\nProposal 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.\n\nNominees\n\nClass\n\nShares\n\nFor\n\nShares\n\nWithheld\n\nBroker\n\nNon-Votes\n\nFred E. Cohen, M.D., D. Phil\n\nII\n\n40,271,984\n\n1,041,038\n\n6,829,710\n\nR. Bryan Riggsbee\n\nII\n\n38,851,207\n\n2,461,815\n\n6,829,710\n\nSuresh Gunasekaran\n\nII\n\n41,091,649\n\n221,373\n\n6,829,710\n\nMichael D. Goldberg\n\nIII\n\n38,837,463\n\n2,475,559\n\n6,829,710\n\nJohn W. Hanna\n\nIII\n\n40,812,915\n\n500,107\n\n6,829,710\n\nEach 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.\n\nProposal 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.\n\nShares\n\nFor\n\nShares\n\nAgainst\n\nShares\n\nAbstaining\n\nBroker\n\nNon-Votes\n\n48,012,497\n\n111,586\n\n18,649\n\n—\n\nThe 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.\n\nProposal 3: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.\n\nShares\n\nFor\n\nShares\n\nAgainst\n\nShares\n\nAbstaining\n\nBroker\n\nNon-Votes\n\n39,387,247\n\n1,905,070\n\n20,705\n\n6,829,710\n\nThe Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.\n\nProposal 4: Approval, on a non-binding advisory basis, of the frequency of advisory votes on the compensation of the Company’s named executive officers.\n\nOne\n\nYear\n\nTwo\n\nYears\n\nThree\n\nYears\n\nAbstaining\n\nBroker\n\nNon-Votes\n\n39,804,235\n\n64,263\n\n1,416,678\n\n27,846\n\n6,829,710\n\nThe 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.\n\nProposal 5: Approval of the amendment of the Company’s 2024 Equity Incentive Plan.\n\nShares\n\nFor\n\nShares\n\nAgainst\n\nShares\n\nAbstaining\n\nBroker\n\nNon-Votes\n\n27,575,633\n\n13,702,645\n\n34,744\n\n6,829,710\n\nThe Company’s stockholders voted to approve the Plan Amendment."}