GeneDx (WGS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting on four key proposals and other business as may arise.

• Proposals include electing one Class II director, ratifying the auditor, advisory approval of executive compensation, and advisory vote on the frequency of future say-on-pay votes.

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

• Voting can be done online, by phone, mail, or during the virtual meeting; proxies can be revoked at any time before the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect Katherine Stueland as Class II director for a three-year term.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal year 2026.

• Proposal 3: Advisory approval of executive compensation (say-on-pay).

• Proposal 4: Advisory vote on frequency of future say-on-pay votes; board recommends annual votes.

• Shareholders may submit proposals for the 2027 meeting by December 28, 2026.

Board of directors and corporate governance

• Board consists of seven directors post-meeting, with a mix of industry, financial, and scientific expertise.

• Board leadership is separated between CEO and Chairman roles; Mr. Meister to become Chairman after the meeting.

• All directors except the CEO are independent under Nasdaq standards.

• Committees: Audit, Compensation, and Nominating & Governance, all with independent members.

• Board and committees met regularly in 2025, with high attendance.

• Stock ownership guidelines adopted for directors and officers.