Biodesix (BDSX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2026, with voting available online for shareholders of record as of March 23, 2026.

• Four proposals are up for vote: election of two Class III directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of KPMG LLP as auditor.

• The board recommends voting for all proposals and for annual say-on-pay votes.

• Proxy materials are distributed primarily via internet notice to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors to serve until 2029.

• Advisory votes will be held on executive compensation and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of KPMG LLP as independent auditor for 2026 is proposed.

• Shareholders may submit proposals for the 2027 meeting by December 10, 2026, or nominate directors per bylaw procedures.

Board of directors and corporate governance

• The board consists of seven directors divided into three staggered classes, with a majority being independent.

• Board leadership is separated, with an independent chairman.

• Committees include audit, compensation, and nominating/governance, all with independent members.

• Directors are evaluated on experience, integrity, and diversity, with a formal nomination process.

• Corporate governance guidelines and a code of conduct are in place and reviewed annually.