Item 3.03 Material Modification to Rights of Security Holders.
On
On
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Effective
The foregoing description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Bylaws, which are filed herewith as Exhibit 3.2 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Meeting, the Company's stockholders considered four proposals, each of
which is described in more detail in the Company's definitive proxy statement
filed with the
Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.
Proposal No. 1 - To elect three Class I directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified. Nominee Votes For Votes Withheld Broker Non-Votes George W. Bickerstaff, III 41,029,457 4,213,230 3,540,271 Grace E. Colón, Ph.D. 43,953,257 1,289,430 3,540,271 Ralph Snyderman, M.D. 25,866,448 19,376,239 3,540,271
Proposal No. 2 - To ratify the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 48,767,948 5,722 9,288 -
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Proposal No. 3 - To approve, on an advisory basis, the compensation of the Company's named executive officers.
Votes For Votes Against Abstentions Broker Non-Votes 41,311,677 3,896,382 34,628 3,540,271
Proposal No. 4 - To approve amendments to the Company's Certificate of Incorporation and Bylaws to eliminate certain supermajority voting requirements.
Votes For Votes Against Abstentions Broker Non-Votes 45,202,265 18,157 22,265 3,540,271
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation ofCareDx, Inc. , filedJune 17, 2021 . 3.2 Amended and Restated Bylaws. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
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