Guardant Health, Inc. (GH)
NASDAQ: GH · Real-Time Price · USD
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Sep 10, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 17, 2026

Summary

The meeting covered director elections, auditor ratification, and executive compensation approvals, with all proposals passing by majority vote. No questions were raised by stockholders, and final results will be filed with the SEC.

Operator

Welcome to the 2026 Annual Meeting of Stockholders for Guardant Health, Inc. Please note all participants will be in a listen only mode. If you wish to ask a question, please submit your question via the designated field on the meeting web portal when prompted by your host. As noted in the rules of conduct posted to the same web portal, only stockholders of record on April 20th, 2026 may ask questions at this meeting. I will now turn the call over to your host, Helmy Eltoukhy. Dr. Eltoukhy, you may begin, sir.

Helmy Eltoukhy
Co-CEO, Chairperson, and Co-Founder, Guardant Health

Good morning. Welcome to the 2026 annual meeting of Guardant Health, Inc. I'm Helmy Eltoukhy, Co-Chief Executive Officer, Chairperson, and Co-founder of Guardant. I will be acting as Chairperson of this meeting. It is now shortly after 9:30 A.M. Pacific Time. This meeting is officially called to order. Thank you for joining our annual stockholder meeting this year, which we are conducting virtually via live interactive audio webcast. To make our annual meeting as accessible as possible to our stockholders, we are pleased to provide you the opportunity to vote and ask questions through the meeting web portal. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number was made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

Copies of our agenda and rules of conduct for this meeting, including the procedures for asking questions, are available on the meeting web portal. To conduct an orderly meeting, we ask that participants review and abide by these rules. As is our custom, we will conduct the formal portion of our meeting first. Then address questions at the end. As stated in the rules of conduct, only stockholders on our record date who have logged into the web portal may ask questions at this meeting. Should you desire to ask a question during the meeting, please submit your question in the designated field on the meeting web portal. Substantially similar questions will be answered only once. To promote a fair, efficient use of our resources and to ensure all stockholder questions are able to be addressed, we will respond to no more than two questions from a single stockholder.

Please note that this meeting is being recorded. Stockholders and all other persons attending this meeting are not permitted to record this meeting. Thank you for your cooperation with these rules. John Saia will serve as Secretary for this meeting. Anna [Hadler-Sido] of Broadridge Financial Solutions Incorporated will serve as Inspector of Elections and has taken an oath of office as Inspector of Elections. AmirAli Talasaz, John Saia, and I have been designated as proxies having full power of substitution to act at this annual meeting. As I previously mentioned, I serve as Chairperson of Guardant's Board of Directors. Also participating in this meeting are other members of our Board of Directors, including AmirAli Talasaz, Ian Clark, Alex Azar, Vijaya Gadde, Manuel Hidalgo Medina, Meghan Joyce, Steve Krognes, Roberto Mignone, Myrtle Potter, and Musa Tariq.

Also participating in this meeting are representatives from Deloitte & Touche LLP, our independent auditors, and Gunderson Dettmer, our outside legal counsel. I will now conduct the formal portion of this meeting as set forth in the agenda. Our board of directors set April 20, 2026 as the record date for stockholders entitled to notice of and to vote at this 2026 annual meeting of stockholders. We have a certified list of stockholders as of the close of business on the record date, who are entitled to notice of and to vote at this meeting. This list was prepared by Computershare Trust Company, N.A., the company's transfer agent. The list was available for inspection for 10 days prior to this meeting.

I also have an affidavit certifying that on April 28, 2026, we provided access to our proxy materials over the internet and sent a notice of internet availability of proxy materials or mailed paper copies of proxy materials to our stockholders of record on the record date. The Inspector of Election has informed me that proxies for more than 116 million shares of common stock, which represents approximately 87% of the total number of outstanding shares of Guardant as of the record date, have been received, and accordingly, there are a sufficient number of shares to constitute a quorum for the transaction of business at this annual meeting. The polls are now open for any stockholder who has not voted yet or wishes to change their vote. The polls will be closed to voting after I describe the matters to be voted on.

Stockholders may vote at this meeting by clicking on the voting button on the meeting web portal and following the instruction on how to vote your shares at this annual meeting. In order to be eligible to vote on the matters presented at this annual meeting, you must have been a stockholder as of April 20, 2026. Stockholders who have previously voted by proxy need not cast a vote online today unless they wish to change their votes. Each share of common stock is entitled to one vote on each matter for which such share is entitled to vote. There are four proposals to be considered by stockholders at this annual meeting. The first order of business is the election of Class II directors to serve for a three-year term and until their successors are elected and qualified, or until their earlier resignation or removal.

Our board of directors has nominated the following individuals to serve as Class II directors, Ian Clark and Manuel Hidalgo Medina. Directors will be elected by a plurality of the votes of the shares cast online or represented by proxy and entitled to vote. Thus the two nominees receiving the greatest number of forward votes will be elected. The second order of business is ratification of the selection by the Audit Committee of Deloitte & Touche LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative vote, or the holders of a majority of the votes cast at this meeting is required for ratification. The third order of business is approval on an advisory non-binding basis of the compensation of the company's named executive officers.

The affirmative vote of a majority of the shares cast at this meeting is required for determining approval on an advisory basis of the compensation of the company's named executive officers. The fourth order of business is approval on a non-binding advisory basis of the frequency of future stockholder votes regarding the compensation of the company's named executive officers. The affirmative vote of a majority of the shares cast at this meeting is required for determining approval on an advisory basis of the frequency of future stockholder votes regarding the compensation of the company's named executive officers. This concludes our introduction of the proposals to be considered at this meeting. If any stockholder wishes to comment on or raise any questions regarding the proposals being voted on, please submit your question in the designated field on the meeting web portal.

Questions regarding anything other than the proposals will be addressed in the question and answer portion of the meeting that will follow the voting. I hereby declare the polls closed for voting. The votes and proxies will be held in the possession of the Inspector of Elections. The Inspector of Elections has tallied the voting results. Based on the preliminary report of the Inspector of Elections, I hereby declare that each director nominee received a plurality of the votes of the shares present online or by proxy at this annual meeting and entitled to vote. As a result, Ian Clark and Manuel Hidalgo Medina have been duly elected as Class II directors of Guardant. The second proposal received the affirmative vote of the holders of at least a majority of the votes cast at this annual meeting.

As a result, the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, is ratified. The third proposal received the affirmative vote of the holders of more than a majority of the votes cast at the annual meeting. As a result, the compensation of the company's named executive officers was approved on an advisory basis. The fourth proposal received the affirmative vote of the holders of more than a majority of the votes cast at this annual meeting. As a result, the one-year frequency for future stockholder votes regarding the compensation of the company's named executive officers was approved on an advisory basis. The Inspector of Elections will prepare its final report once all votes are finally tallied, which will then be included as part of the record of this meeting.

The final results will also be detailed in a current report on Form 8-K, which we will file with the SEC within the following four days. Having concluded the formal portion of the meeting, I would like to provide those stockholders participating online an opportunity to ask questions. We'll attempt to answer as many questions as time allows. You may submit a question in writing via the meeting web portal. As outlined in our rules of conduct, please limit your questions to matters relating to the company and its business.

John Saia
Corporate Secretary, Guardant Health

Hi, Helmy, this is John. There are no questions online.

Helmy Eltoukhy
Co-CEO, Chairperson, and Co-Founder, Guardant Health

Seeing there are no questions, this concludes our 2026 annual meeting of stockholders. We look forward to speaking with you again next year, and thank you for your continuing support. This meeting is adjourned.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

Helmy Eltoukhy
Co-CEO, Chairperson, and Co-Founder, Guardant Health

Thank you for your help.