Personalis Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two nominees (Olivia K. Bloom and Woodrow A. Myers, Jr., M.D.) as Class I directors to hold office until the 2029 Annual Meeting and until their successors are elected and qualified.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of BDO USA, P.C. as Personalis’ independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.

   More detail

   This management proposal requests a non-binding, advisory approval of the Company’s executive compensation program as disclosed in the proxy materials (a "say-on-pay" vote required by the Dodd-Frank Act and SEC rules). Management is seeking shareholder approval not to change compensation directly but to solicit stockholder feedback on the overall design and philosophy—specifically a pay-for-performance approach that ties a substantial portion of named executive officers’ compensation to performance-based cash bonuses and equity awards. The Company discloses that a significant portion of CEO and other NEO pay is at-risk and linked to measurable corporate objectives and long-term equity value creation, and that annual equity grants include both service-based options and performance-based restricted stock units tied to operational and reimbursement milestones. The Board has adopted a policy to solicit this advisory vote annually, reflecting prior stockholder preference (the 2025 say-on-pay received ~96.12% support) and to facilitate ongoing stockholder engagement on pay alignment. While the vote is non-binding, the Board and Compensation Committee state they will consider the outcome when making future compensation decisions, using it as an input to calibrate pay levels, incentives, and performance metrics. The proposal sits in the broader governance context of aligning management incentives with commercialization, reimbursement, and clinical validation milestones that are material to the Company’s strategic plan and shareholder value. The Board’s recommendation to vote “For” is justified by the Committee’s view that the program attracts and retains management, emphasizes long-term equity alignment, and uses rigorous, pre-established performance targets; opposition would typically reflect concerns about pay quantum, metric selection, or perceived misalignment between pay and recent financial performance.

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When is the Personalis Inc 2026 annual meeting?

Personalis Inc (PSNL) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Personalis Inc 2026 meeting?

The record date for the Personalis Inc 2026 meeting is Tuesday, March 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Personalis Inc's 2026 meeting?

The board is presenting 2 director nominees at the Personalis Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Personalis Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Personalis Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.