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 2025 annual meeting of stockholders (the “Annual Meeting”) on May 20, 2025. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of two Class II director nominees to serve until the 2028 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, 2025, (iii) the approval of an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a ratio ranging from any whole number between 1-for-2 and 1-for-20 inclusive, as determined by our board of directors in its discretion, subject to our board of directors’ authority to abandon such amendments, and (iv) the approval of the Company’s Amended and Restated Employee Stock Purchase Plan to increase the available shares of the Company’s Common Stock under the plan by 1,451,500 and to increase the maximum number of shares of the Company’s Common Stock that may be provided as the result of the plan’s annual automatic increase to 3,000,000 shares of the Company’s Common Stock.
As of March 24, 2025, the record date for the Annual Meeting, there were 146,443,291 shares of the Company’s Common Stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, both director nominees were elected, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified, the amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Common Stock, at a ratio ranging from any whole number between 1-for-2 and 1-for-20 inclusive, as determined by our board of directors in its discretion, subject to our board of directors’ authority to abandon such amendments was approved, and the Company’s Amended and Restated Employee Stock Purchase Plan to increase the available shares of the Company’s Common Stock under the plan by 1,451,500 and to increase the maximum number of shares of the Company’s Common Stock that may be provided as the result of the plan’s annual automatic increase to 3,000,000 shares of the Company’s Common Stock 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 two persons as the Class II directors of the Company, each to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualify: |
| Name |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Lawrence T. Kennedy, Jr. |
86,998,377 | 0 | 3,692,003 | 34,315,087 | ||||||||||||
| Matthew Strobeck, Ph.D. |
80,042,665 | 0 | 10,647,715 | 34,315,087 | ||||||||||||
| 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, 2025, by the vote indicated below: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 124,931,444 | 51,397 | 22,626 | 0 |
| 3. | At the Annual Meeting, the stockholders approved the amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Common Stock, at a ratio ranging from any whole number between 1-for-2 and 1-for-20 inclusive, as determined by our board of directors in its discretion, subject to our board of directors’ authority to abandon such amendments, by the vote indicated below: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 124,567,994 | 429,030 | 8,443 | 0 |
| 4. | At the Annual Meeting, the stockholders approved the Company’s Amended and Restated Employee Stock Purchase Plan to increase the available shares of the Company’s Common Stock under the plan by 1,451,500 and to increase the maximum number of shares of the Company’s Common Stock that may be provided as the result of the plan’s annual automatic increase to 3,000,000 shares of the Company’s Common Stock by the vote indicated below: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 87,404,725 | 3,266,157 | 19,498 | 34,315,087 |
| 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 20, 2025 | By: | /s/ Robin Harper Cowie | ||||
| Name: | Robin Harper Cowie | |||||
| Title: | Chief Financial Officer | |||||