BDSX 8-K
Biodesix Inc (BDSX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Biodesix, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 19, 2026. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of two Class III director nominees to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) the approval, on a non-binding advisory basis of the compensation of the Company’s named executive officers, (iii) the approval, on a non-binding advisory basis of the frequency of solicitation of advisory votes to approve named executive officer compensation and (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
As of March 23, 2026, the record date for the Annual Meeting, there were 10,107,219 shares of the Company’s common stock, par value $0.001 per share issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, both director nominees were elected, the compensation of the Company’s named executive officers was approved on a non-binding advisory basis, the frequency of solicitation of advisory votes to approve named executive officer compensation was approved on a non-binding advisory basis and the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. Set forth below are the final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
| 1. | At the Annual Meeting, the Company’s stockholders elected, by the vote indicated below, the following two persons as the Class III directors of the Company, each to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualify: |
| Name |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Jean Franchi |
6,191,974 | 0 | 721,832 | 1,784,659 | ||||||||||||
| Hany Massarany |
6,847,586 | 0 | 66,220 | 1,784,659 | ||||||||||||
| 2. | At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the vote indicated below: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 6,618,755 | 283,474 | 11,577 | 1,784,659 |
| 3. | At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the frequency of solicitation of advisory votes to approve named executive officer compensation by the vote indicated below: |
| One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
| 6,114,363 | 4,393 | 777,394 | 17,656 | 1,784,659 |
| 4. | At the Annual Meeting, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the vote indicated below: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,695,977 | 59 | 2,429 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURE
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.
| BIODESIX, INC. | ||||||
| Dated: May 20, 2026 | By: | /s/ Robin Harper Cowie | ||||
| Name: | Robin Harper Cowie | |||||
| Title: | Chief Financial Officer | |||||