Veracyte (VCYT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, will be held virtually to enhance accessibility and reduce costs and environmental impact.

• Four key proposals will be voted on: election of nine directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and approval of an amendment to the 2023 Equity Incentive Plan.

• 2025 saw a 16% increase in revenue to $517.1M, 18% growth in test volume, and $66.4M net income, with significant product launches and clinical evidence expansion.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, ratifying Ernst & Young LLP as auditor, approving executive compensation on an advisory basis, and amending the 2023 Equity Incentive Plan to increase share reserve by 3.5M shares.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by February 10, 2027.

Board of directors and corporate governance

• Board declassification completed; all directors now serve one-year terms.

• Eight of nine directors are independent; board leadership includes an independent Chair.

• Committees (Audit, Compensation, Nominating and Corporate Governance, Regulatory and Compliance) are composed solely of independent directors.

• Annual board and committee self-assessments are conducted, with third-party facilitation.

• Stock ownership guidelines and a clawback policy are in place for directors and executives.