8-KShareholder Matters

Guardant Health, Inc. 8-K Report, Shareholder Vote Results (Jun 18, 2026)

Filed June 18, 2026For Securities:GH

Summary

Guardant Health, Inc. (GH) held its Annual Meeting of Stockholders on June 17, 2026, with the results detailed in this 8-K filing. Key outcomes include the election of all director nominees and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The company also sought advisory votes on executive compensation and the frequency of future advisory votes on executive compensation. While director elections and auditor ratification were strongly supported by shareholders, the advisory vote on executive compensation ("Say-on-Pay") did not receive majority approval. This indicates a potential disconnect between management's compensation practices and shareholder sentiment. Furthermore, shareholders voted overwhelmingly in favor of an annual advisory vote on executive compensation, suggesting a desire for more frequent engagement on this matter.

Key Highlights

  • 1All nominated directors were successfully elected to the Board of Directors.
  • 2Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • 3The advisory proposal to approve executive officer compensation did not receive majority support from shareholders (98,236,639 For vs. 9,905,190 Against).
  • 4Shareholders overwhelmingly favored an annual advisory vote on executive compensation (107,997,996 Votes for One Year).
  • 5Director Ian Clark received a significant number of 'Votes Withheld' (37,916,548), though still a minority of total votes.
  • 6Director Manuel Hidalgo Medina received fewer 'Votes Withheld' (26,518,316) compared to Ian Clark, indicating stronger individual support.
  • 7Broker non-votes represent a consistent block across proposals, impacting the overall voting percentages.

Frequently Asked Questions

The company's annual meeting saw the successful election of all director nominees to the board. Additionally, shareholders ratified the selection of Deloitte & Touche LLP as Guardant Health's independent registered public accounting firm for the fiscal year ending December 31, 2026.

The advisory proposal to approve the compensation of the company's named executive officers did not receive majority approval. This indicates shareholder dissatisfaction or concern regarding the executive compensation structure or amounts, which could prompt the company to re-evaluate its compensation policies.

Shareholders voted overwhelmingly to have an advisory vote on executive compensation occur annually. This means the 'Say-on-Pay' vote will be a recurring item at future annual meetings.

While all directors were elected, Ian Clark received a considerable number of 'Votes Withheld' (37,916,548) compared to Manuel Hidalgo Medina (26,518,316). Despite this, both directors secured a majority of the 'Votes For' compared to 'Votes Withheld' and 'Broker Non-Votes'.