wgs-20260618
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 18, 2026
Commission file number 001-39482
GeneDx Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware | 85-1966622 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
333 Ludlow Street, North Tower; 6th Floor Stamford, Connecticut 06902 | |||||
| (Address of Principal Executive Offices) (Zip Code) | |||||
Registrant's telephone number, including area code: (888) 729-1206
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.0001 per share | WGS | The Nasdaq Stock Market LLC | ||||||||||||
| Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share | WGSWW | The Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2026, GeneDx Holdings Corp., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) considered and voted on the matters listed below. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026.
There were 29,675,547 shares of the Class A common stock issued and outstanding on April 20, 2026, the record date for the Annual Meeting. The Stockholders voted on the following proposals at the Annual Meeting, each of which was approved.
The final voting results from the Annual Meeting are set forth below.
(1)Proposal No. 1 — The Class II Director Election Proposal — To elect one Class II director of the Company, to serve a three-year term expiring at the Company’s 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Katherine Stueland | 18,325,894 | 5,893,466 | 3,409,327 | |||||||||||||||||
(2)Proposal No. 2 — The Auditor Ratification Proposal — To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 27,466,639 | 158,884 | 3,164 | ||||||||||||
(3)Proposal No. 3 — The Advisory Vote on Executive Compensation of Named Executive Officers Proposal — To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 22,705,946 | 1,471,593 | 41,821 | ||||||||||||
(4)Proposal No. 4 — The Advisory Vote on Frequency of Future Advisory Votes on the Compensation of Named Executive Officers Proposal — To indicate, on a non-binding advisory basis, whether future advisory votes on the compensation paid by us to our named executive officers should be held every one, two, or three years:
| 1 Year | 2 Years | 3 Years | Abstentions | |||||||||||||||||
| 23,816,121 | 24,246 | 358,017 | 20,976 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENEDX HOLDINGS CORP. | ||||||||
| Date: June 23, 2026 | By: | /s/ Katherine Stueland | ||||||
| Name: | Katherine Stueland | |||||||
| Title: | Chief Executive Officer | |||||||