Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 12, 2020, the Board of Directors (the "Board") of Guardant
Health, Inc. (the "Company") increased the number of directors on the Board to
seven and appointed Vijaya Gadde as a Class I director of the Company. Ms. Gadde
will serve on the Board for a term expiring at the 2022 Annual Meeting of
Stockholders and until her successor is duly elected and qualified, or until her
earlier death, resignation or removal. In connection with her appointment to the
Board, Ms. Gadde was also appointed to the compensation committee of the Board.
Ms. Gadde has served as the Chief Legal Officer of Twitter, Inc. since February
2018 and Secretary since August 2013, its General Counsel from August 2013 to
February 2018, its head of communications from July 2015 to August 2016 and as
its Director, Legal from July 2011 to August 2013. Ms. Gadde serves on the Board
of Trustees of NYU Law School and the Board of Directors of Mercy Corps, a
global humanitarian aid and development organization, which partners with
communities, corporations and governments. Ms. Gadde also co-founded #Angels in
2015, an investment collective focused on funding diverse and ambitious founders
pursuing bold ideas. From October 2010 to July 2011, Ms. Gadde served as Senior
Director and Associate General Counsel, Corporate, at Juniper Networks, Inc., a
provider of network infrastructure products and services. From October 2000 to
April 2010, Ms. Gadde was an attorney at Wilson Sonsini Goodrich & Rosati, P.C.
Ms. Gadde earned a J.D. from New York University School of Law and a B.S. in
industrial and labor relations from Cornell University.
Ms. Gadde will receive the standard compensation paid by the Company to all of
its non-employee directors under the Company's director compensation program.
Pursuant to that program, Ms. Gadde received a stock option award and restricted
stock unit award, each with a value of $362,500. The per share exercise price of
the stock option is $77.09. Each of the stock option award and restricted stock
unit award will vest with respect to one-fourth (1/4th) of the shares subject
thereto on the first anniversary of Ms. Gadde's appointment to the Board, and as
to the remaining three-fourths (3/4ths) of the shares subject thereto on each
monthly anniversary of Ms. Gadde's appointment to the Board during the
three-year period thereafter, subject to continued service through the
applicable vesting date.
In accordance with the Company's customary practice, the Company is entering
into its standard form of indemnification agreement with Ms. Gadde, which will
require the Company to indemnify her against certain liabilities that may arise
as result of her status or service as a director. The description of Ms. Gadde's
indemnification agreement is qualified in its entirety by the full text of the
form of indemnification agreement, which is attached to the Company's
Registration Statement on Form S-1/A filed with Securities and Exchange
Commission on September 18, 2018 as Exhibit 10.8.
There are no arrangements or understandings between Ms. Gadde and any other
person pursuant to which she was selected as a director, nor are there any
transactions in which Ms. Gadde has an interest that would be reportable under
Item 404(a) of Regulation S-K.
On June 16, 2020, the Company issued a press release announcing Ms. Gadde's
appointment to the Board. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.   Description
   99.1         Press release of Guardant Health, Inc., dated June 16, 2020
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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