UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07—Submission of Matters to a Vote of Security Holders.
Biodesix, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) on May 23, 2023. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of three Class III director nominees to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and (iii) the approval of the stock option exchange program.
As of March 24, 2023, the record date for the Annual Meeting, there were 77,979,011 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, all director nominees were elected, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified and the stock option exchange program was approved. Set forth below are the final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
| 1. | At the Annual Meeting, the Company’s stockholders elected, by the vote indicated below, the following three persons as the Class III directors of the Company, each to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify: |
| Name |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Jean Franchi |
62,297,395 | 0 | 2,321,345 | 6,913,414 | ||||||||||||
| Hany Massarany |
61,373,077 | 0 | 3,245,663 | 6,913,414 | ||||||||||||
| Jack Schuler |
62,235,368 | 0 | 2,383,372 | 6,913,414 | ||||||||||||
| 2. | At the Annual Meeting, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, by the vote indicated below: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 71,408,435 |
95,555 | 28,164 | 0 |
| 3. | At the Annual Meeting, the stockholders approved the stock option exchange program by the vote indicated below: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 60,434,183 |
4,164,987 | 19,570 | 6,913,414 |
Item 9.01—Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURE
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.
| BIODESIX, INC. | ||||||
| Dated: May 25, 2023 | By: | /s/ Robin Harper Cowie | ||||
| Name: | Robin Harper Cowie | |||||
| Title: | Chief Financial Officer | |||||