Item 3.03. Material Modification to Rights of Security Holders.

On May 13, 2022, Accelerate Diagnostics, Inc. (the "Company") filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to increase the total number of authorized shares of the Company's capital stock to 205,000,000 shares, of which 200,000,000 shares are designated as common stock and 5,000,000 shares are designated as preferred stock. As discussed in Item 5.07 of this Current Report on Form 8-K (this "Report") below, the Company's shareholders approved the Certificate of Amendment on May 12, 2022 at the Annual Meeting (as defined below). Previously, the Company's Certificate of Incorporation authorized the Company to issue 105,000,000 shares of the Company's capital stock, of which 100,000,000 shares were designated as common stock and 5,000,000 shares were designated as preferred stock.

The Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference in its entirety.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

As discussed in Item 5.07 of this Report below, the Company's shareholders approved the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan") on May 12, 2022 (the "Effective Date") at the Annual Meeting. The total number of shares of the Company's common stock reserved and available for grant pursuant to the 2022 Incentive Plan is 5,500,000, plus the number of shares of common stock that remain available or that otherwise become available for grant under the Accelerate Diagnostics, Inc. 2012 Omnibus Incentive Compensation Plan and all prior plans following the Effective Date.

The material terms of the 2022 Plan were described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 7, 2022 (the "Proxy Statement") under the caption "Proposal No. 3 - Approval of the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan," which description is incorporated herein by reference in its entirety.

The description of the 2022 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference in its entirety.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

As described under Item 3.03 of this Report, on May 13, 2022, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The information set forth in Item 3.03 of this Report is incorporated by reference into this Item 5.03.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2022, the Company held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders:

(1) elected 11 directors, each to hold office for a term to expire at the 2023


     Annual Meeting of Shareholders and thereafter until their successors have
     been elected and qualified;

(2) approved the Certificate of Amendment to increase the total number of


     authorized shares of the Company's common stock by 100,000,000 shares, to a
     total of 200,000,000 shares;

(3) approved the 2022 Plan;

(4) approved, on an advisory basis, the compensation of the Company's named


     executive officers; and

(5) ratified the selection of Ernst & Young LLP as the independent registered


     public accounting firm of the Company for the year ending December 31, 2022.

The voting results of each of these proposals, which are described in more detail in the Proxy Statement, are set forth below.

Proposal No. 1 - Election of Directors





Director Nominee              Votes For        Votes Withheld       Broker Non-Votes
Thomas D. Brown                46,380,132            2,998,564             11,560,005
Wayne C. Burris                47,533,267            1,845,429             11,560,005
Louise L. Francesconi          47,389,907            1,988,789             11,560,005
Hany Massarany                 47,107,233            2,271,463             11,560,005
Mark C. Miller                 44,564,613            4,814,083             11,560,005
John Patience                  47,210,760            2,167,936             11,560,005
Jack Phillips                  47,535,672            1,843,024             11,560,005
Jack Schuler                   46,117,612            3,261,084             11,560,005
Matthew W. Strobeck, Ph.D.     47,498,624            1,880,072             11,560,005
Frank J.M. ten Brink           47,531,574            1,847,122             11,560,005
Charles Watts, M.D.            46,066,960            3,311,736             11,560,005

Proposal No. 2 - Approval of Certificate Amendment

Votes For Votes Against Abstentions


  58,269,978           2,634,362            34,361

Proposal No. 3 - Approval of 2022 Plan

Votes For Votes Against Abstentions Broker Non-Votes


  39,993,384           9,273,270           112,042             11,560,005

Proposal No. 4 - Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers

Votes For Votes Against Abstentions Broker Non-Votes


  39,802,101           9,471,004           105,591             11,560,005

Proposal No. 5 - Ratification of Independent Registered Public Accounting Firm

Votes For Votes Against Abstentions


  59,651,454           1,254,724            32,523

Item 9.01 Financial Statements and Exhibits.






(d)      Exhibits.



Exhibit
Number     Description

  3.1        Certificate of Amendment to the Certificate of Incorporation of
           Accelerate Diagnostics, Inc.

  10.1       Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan

104        Cover Page Interactive Data File (cover page XBRL tags are embedded
           within the Inline XBRL document)

© Edgar Online, source Glimpses