Good morning, welcome to the GeneDx Holdings Corp. Annual Meeting of Stockholders. I would now like to turn the conference over to Ms. Katherine Stueland, CEO. Please go ahead, ma'am.
Good morning. Welcome to the GeneDx Holdings 2026 Annual Meeting of Stockholders. I am Katherine Stueland, GeneDx's Chief Executive Officer. Please note that the meeting is being held virtually via live webcast. This format allows us to be more inclusive and reach a greater number of our stockholders. I would like to introduce you to the members of the board and the officers of the company who are present at the meeting today. The members of the board present today, including myself, are Eli Casdin, Dr. Emily Leproust, Richard Pfenniger, Jason Ryan. The officers present today, in addition to myself, are Heidi Chen, our Chief Legal Officer and Corporate Secretary, Kevin Feeley, our Chief Financial Officer. Heidi will serve as the secretary for this meeting. I would like to also introduce Matt Della Rocca of Ernst & Young LLP, the company's auditor, who is available to respond to appropriate questions.
We welcome questions from our stockholders. Questions specifically regarding the proposals will be answered during the presentation of the proposals. Other questions germane to the business of the meeting will be answered when we come to the Q&A session. Please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. I will now move to a business review, after which we will call the meeting to order. Our business review and our answers to questions may include a few forward-looking statements. Actual results can differ materially, you should refer to our most recent annual report on Form 10-K filed with the SEC for factors that could cause actual results to differ from our forecasts. We are at an inflection point in medicine.
Genomics is moving from the edges of healthcare to the center of it, GeneDx is leading that shift. Since emerging from the NIH 25 years ago, we've built a competitive advantage that continues to set us apart. The combined strength of our large, diverse data set, GeneDx Infinity, our team of genetics experts, and our advanced technology differentiate our products and services from others on the market. In 2025, we delivered $427.5 million in revenue, 41% growth year-over-year, with a 71% adjusted gross margin and $41.8 million in adjusted net income. We received FDA Breakthrough Device designation for our ExomeDx and GenomeDx tests, a meaningful validation of the clinical impact these tests deliver for patients with serious and life-threatening conditions.
The American Academy of Pediatrics issued updated clinical guidance recommending exome or genome testing for patients with global developmental delay. Now, in 2026, we're seeing clinicians embrace exome and genome at scale. We chose our ticker symbol, WGS, because we've always believed that the market would move to whole genome sequencing over time, and that transition has begun. Our core geneticists and pediatric specialist base continues to grow nicely, and we are actively expanding into new markets, including general pediatrics, to move diagnoses earlier in the patient journey. In tandem, we're leveraging resources like our SAVES-Kids study, which demonstrates an average of $80,000 in savings per patient per year post-diagnosis to strengthen our case with payers and health systems alike. We are also tapping into the power of GeneDx Infinity to fuel future opportunities, including biopharma and data partnerships.
Looking ahead, we're putting our capital and team to work on the three biggest levers for the business. One, growing utilization of exome and genome testing. Two, optimizing unit economics. Three, delivering leading products at unmatched scale. Thank you for your continued support. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of the annual meeting of stockholders and related proxy statement. Following the presentation of the proposals, there will be an opportunity for questions on those items. The meeting will be conducted in accordance with the rules of conduct that we posted on the Internet at www.virtualshareholdermeeting.com/wgs2026. Would the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?
Yes. Pursuant to Delaware General Corporation Law Section 219, a list of the stockholders of record entitled to vote at this meeting was provided for inspection during ordinary business hours at our headquarters for a 10-day period ending yesterday. I also have an affidavit of Broadridge certifying that on or about April 30, 2026, a notice of annual meeting of stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on April 20, 2026. Back to you, Katherine.
Thank you, Heidi. At this time, I would like to introduce John Merva, who's been appointed by the board to act as Inspector of Election at this meeting. He's taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Would the secretary please report at this time with respect to the existence of a quorum?
I have been informed by the Inspector of Elections that proxies have been received for 27,628,687 of the 29,675,547 shares of Class A common stock outstanding on the record date, which represents approximately 93.1% of the total number of outstanding shares. This constitutes a quorum for the meeting, and we may now carry out the official business of the meeting. Katherine?
Will the secretary please review the voting procedures?
Yes. Voting at this meeting is by proxy or directly, in either case, electronically, on the phone, or by mailing a written ballot. It is not necessary for stockholders to vote directly if they have already submitted their proxy cards, unless they wish to change their vote. Direct voting will revoke all prior proxies. Each share of Class A common stock is entitled to one vote.
We will now proceed with the formal business of this meeting. There are four matters to be considered by the stockholders. One, the Class II director election proposal. Two, the auditor ratification proposal. Three, the say-on-pay proposal. Four, the say-on-frequency proposal.
The time is now 9:07 A.M. Eastern Time, the polls are open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. The first item of business is the Class II director election proposal to elect one Class II director to serve a three-year term expiring at the 2029 annual meeting of stockholders, or until her successor has been elected and qualified, or until her earlier death, resignation, or removal. The following individual has been nominated by the board of directors, Katherine Stueland. No other director nominees have been properly submitted for election pursuant to our bylaws or the Securities and Exchange Commission rules. Therefore, no other nominations may be accepted.
The second item of business today is the auditor ratification proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The third item of business today is the say-on-pay proposal to approve on a non-binding advisory basis the compensation of our named executive officers as presented in the proxy statement accompanying the notice for this meeting. This non-binding advisory vote is commonly referred to as a say-on-pay vote and gives our stockholders the opportunity to express their views on our named executive officers' compensation as a whole. The fourth and final item of business today is the say-on-frequency proposal to approve on a non-binding advisory basis the frequency of future advisory votes on the compensation of our named executive officers.
Under this proposal, our stockholders may cast a non-binding advisory vote on whether they would prefer to vote on the compensation of our named executive officers every year, every two years, or every three years. This concludes the introduction of the proposals to be presented at the meeting. If you have not submitted your vote, you can submit it now. The polls will be closing shortly. The time is now 9:09 A.M. Eastern Time, the polls are now closed for voting. Katherine.
Thanks, Heidi. May we have the results of the voting?
Yes. The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. Under the first proposal, and that's the Class II director election proposal, Ms. Stueland received 75.67% of the votes in favor and is hereby elected as a director of the company. The second proposal, the auditor ratification proposal, received 99.42% of the votes in favor and is approved. The third proposal, say-on-pay proposal, received 93.91% of the votes in favor and is approved. The fourth proposal, the say-on-frequency proposal, the option of every year received 98.42% of the votes in favor and is approved. I have requested that a final report of the Inspector of Elections be filed with the minutes of this meeting.
We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within four business days. Back to you, Katherine.
Thanks, Heidi. At this time, we'd like to answer any questions from our stockholders. Please feel free to type your question in the text box entitled Questions in the lower left-hand corner of your screen and to specify to whom the question is directed. We've received no questions of general nature, so we do not see any questions, and we'll conclude the question and answer session of this meeting. There being no further business, the annual meeting is adjourned. Thank you all for attending, and thank you for your continued support.
The meeting has now concluded. Thank you for your participation. You may now disconnect.