Veracyte Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect nine director nominees to serve until the 2027 Annual Meeting or until their successors are qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Vote on the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   A non-binding, advisory “say-on-pay” vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This is a non-binding advisory proposal asking stockholders to approve the company’s 2025 executive compensation practices as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance philosophy, mixing cash incentives tied to testing revenue and adjusted EBITDA margin with long-term equity (50% PSUs and 50% RSUs) and robust governance features (clawbacks, no repricing without approval, stock ownership guidelines). The Compensation Committee emphasizes that incentive metrics were achieved at 118% in 2025, and that say-on-pay results historically have received strong support. The board recommends FOR, citing alignment with strategy and market practices, independent consultant input, and governance safeguards. A FOR vote signals shareholder support but is non-binding; the board will consider results in future compensation decisions.

4. 4

   Approval of Amendment to the Veracyte, Inc. 2023 Equity Incentive Plan

   ManagementBoard: FOR

   To approve a management proposal to amend the 2023 Equity Incentive Plan to increase the share reserve by 3,500,000 shares.

   More detail

   Management requests shareholder approval to increase the 2023 Plan share reserve by 3.5 million shares to ensure sufficient equity for recruiting, retention, and ongoing grants. The board argues equity is essential for alignment and competitiveness, cites current available shares and burn-rate analysis, and indicates the requested amount is expected to fund awards for approximately one additional year under current assumptions. The Plan contains governance features (no evergreen, no repricing without approval, no excise tax gross-ups, double-trigger CIC protections, limits on director compensation) intended to protect stockholders. Approving the amendment would increase potential dilution by ~4.4% of outstanding shares as of 3/31/26; rejecting would constrain equity-based compensation and could force heavier reliance on cash, potentially impacting growth and retention. The board recommends FOR given perceived necessity, planning assumptions, and governance safeguards.

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When is the Veracyte Inc 2026 annual meeting?

Veracyte Inc (VCYT) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

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

The record date for the Veracyte Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 9 director nominees at the Veracyte Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Veracyte Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.