AGM 2021

Jun 7, 2021

Good morning, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Stockholders of Veracyte. My name is Bonnie Anderson, and I am the Executive Chairwoman of the Board of the company. I will be serving as Chairwoman of the meeting as we proceed, and Jim Erlanger, our Executive Vice President, General Counsel and Secretary will serve as secretary of the meeting. Thank you for being here today. The meeting is now called to order. First, a few introductions. Mark Stapley, our new appointed Chief Executive Officer is present on the line today. I would like to introduce the directors of Veracyte who are present on the line today as well, John Bishop, Karen Eastham, Jens Holstein, Evan Jones and Kevin Gordon. This is Munabangi's first stockholder meeting since being elected as a Director. In her short time on the Board, she has already been a terrific contributor, and we are delighted to have her on our team. I would also like to make a special mention to Doctor. Fred Cohen. Fred has decided to not stand for reelection, so this is his last stockholder meeting as a Director. Fred was a founding investor and Director of the company in 2,008, and I would like to thank him for his significant contributions over the years in helping to build Veracyte into the company it is today. I would also like to introduce representatives of Ernst and Young, our auditing firm, who are present on the line today, Sarita Jolly and Abdul Qazi. I would also like to introduce Ron Behnad, present on the line today, Sarita Jolly and Abdul Qazi. I would also like to introduce Ron Benjour and Alisa Zhang from Fenwick and West, are outside legal counsel. Will the secretary of the meeting, Jim Erlanger, report on the calling and notice of the annual meeting? Thank you, Bonnie. Stockholders of record as of the close of business on April 15, 2021, the record date, are entitled to receive notice of and vote at this meeting. I presented this meeting an affidavit of Broadridge Financial Solutions to evidence the mailing of this notice sent by U. S. Mail on or about April 23, 2021. The affidavit of mailing notice will be attached to the minutes of this meeting. In addition, Alex Tull has been appointed as the Inspector of Election and his oath of office will be filed with the minutes. He has a certified list of stockholders entitled to vote at this meeting. This list will be made available for inspection during this meeting by any stockholder online and will be filed with the records of the company. I declare that the meeting has been duly called and that notice has been duly given. Will the Inspector of Elections please present his report. The company provides that the presence either in person or by proxy of majority of shares issued and outstanding and entitled to vote at the meeting shall constitute a quorum. Madam Chairwoman, there are present at this meeting, either in person or by proxy, 64,654,687 shares or 96% of the total shares of common stock in Veracyte entitled to Voat. I declare that a quorum is present and that this meeting is ready to transact business. The polls are now open. Stockholders may vote online at www.virtualshareholdersmeeting.com/vcyt 2021. If you've not already turned to proxy or voted by phone or through the Internet, then you need not vote again online at this meeting unless you wish to change your vote. Your vote has already been counted and included in the proxy count. If any stockholder has not voted by proxy prior to the meeting and now wishes to vote or if any stockholder wishes to change his or her vote from that previously recorded, please vote or change your vote online on the website you have logged into to listen to this annual meeting. After you have completed or changed your vote online, we will have completed consideration of the items on the agenda. We will tabulate your proxies and ballots. There are 4 items of business on the agenda for this year's meeting, which were described in our proxy statement mailed on or about April 23, 2021. There were no stock order proposals presented in accordance with the applicable procedure. We will vote after these items have been presented. The first item of business is election of 2 Class 2 Directors. Based on the recommendations and nominating corporate governance committee, the Board of Directors has nominated the following persons to service Class 2 directors, Munna Bhanji and John L. Bishop. The second item of business is the consideration of the proposal to ratify the audit committee's appointment of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. On behalf of the Board of Directors and for the reasons set forth in the proxy statement, I will now present the proposed resolution. Resolve that the stockholders of this corporation hereby ratify the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for 2021. The 3rd item of business is the proposal to approve on a non binding advisory basis the compensation of the named executive officers as disclosed in the proxy statement. As an advisory vote, this item is not binding. However, the Board of Directors and the Compensation Committee values the opinions expressed by stockholders in the vote for this proposal and will consider the outcome of the vote when making future compensation decisions of our named executive officers. On behalf of the Board of Directors and for the reasons set forth in the proxy statement, I will now present the PROS resolution. Resolved that our stockholders hereby approve on a non binding advisory basis the compensation of the named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S K, including the compensation tables and narrative discussion and other related disclosures. If you've not already voted, please do so now. It's approximately 10.07 on June 7, 2021, and I now declare the polls for each matter voted upon at this meeting closed. Will Alex Tall, Veracyte Director of SEC Reporting and Fox please tally the proxies and ballots and prepare to report the vote. I will ask that Mr. Patel provide the results of the tabulation. Thank you, Alex. Based upon the final tabulation of the vote in which all proposals received over 90% of the votes cast, those persons nominated as Class 2 directors have been elected. The appointment of Ernst and Young LLP as the company's independent registered public accounting firm has been ratified. And the stockholders approve on a non binding advisory basis the compensation of the named executive officers. The final report of the Inspector of Elections will be included as part of the record of this meeting. The final voting results will be included in the filing with the Securities and Exchange Commission. This concludes the formal agenda of the 2021 Annual Meeting of Stockholders of Veracyte. We appreciate your interest and support, and we thank you very much for joining us this morning. I will now entertain a motion to conclude the formal business portion of the meeting. I so move. I second the motion. All those in favor, please say aye. And those opposed, please say no. Aye. Aye. The motion is carried. The annual meeting is now concluded. I will now turn the meeting over to Bonnie Anderson and Mark Stapley for a question and answer session. At this point, I'd like to entertain any questions that you may have. To ask a question, please input the question in writing where indicated on the webcast portal for the meeting. Only stockholders will be permitted to present questions and you must have your 16 digit control number to do so. Before doing so, I would like to remind everyone that during the course of this annual meeting of stockholders, we may make projections or other forward looking statements regarding future events or the future financial performance of the company. I wish to caution you that these statements are only predictions and that actual events or results may differ materially. We are under no obligation to update or revise any forward looking statements. I refer you to documents the company files from time to time with the Securities and Exchange Commission, specifically the company's annual report as filed on Form 10 ks for the year ended December 31, 2020, and quarterly report as filed on Form 10 Q for the quarter ended March 31, 2021. This contains important factors in the discussion of risks that could cause the actual results to differ materially from those contained in our projections or forward looking statements. Copies of our 10 ks for the year ended December 31, 2020, can be found on our website atwww.veracyte.com as well as copies of our latest 10 Q for the quarter ended March 31, 2021. Before asking your question, please stand and specify your name and that you are a stockholder. If you are not a stockholder, please wait until after this meeting has closed. You will have the opportunity to ask questions at this time. Ms. Anderson, no questions have been received. Okay. There appear to be no questions asked. I would like to thank everyone for