$BNGO·8-K

Bionano Genomics, Inc. · May 14, 4:29 PM ET

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Bionano Genomics, Inc. 8-K

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Bionano Genomics Holds 2026 Annual Meeting; Elects Directors, Ratifies Auditor

What Happened Bionano Genomics, Inc. held its 2026 Annual Meeting of Stockholders on May 14, 2026 (record date March 19, 2026). Of 11,091,615 shares outstanding, 4,225,995 shares (≈38.1%) were represented in person, virtually, or by proxy. Stockholders elected two Class II directors—Albert Luderer, Ph.D., and Kristiina Vuori, M.D., Ph.D.—each to serve until the 2029 annual meeting. The company also received an advisory approval of its named executive officer compensation (say-on-pay) and ratified BDO USA, P.C. as its independent registered public accounting firm for the fiscal year ending December 31, 2026.

Key Details

  • Meeting and attendance: Record date March 19, 2026; 11,091,615 shares outstanding; 4,225,995 shares represented (≈38.1%).
  • Director elections (Class II, terms to 2029):
    • Albert Luderer, Ph.D.: 847,601 votes for; 143,790 votes withheld; 3,234,604 broker non-votes.
    • Kristiina Vuori, M.D., Ph.D.: 867,474 votes for; 123,917 votes withheld; 3,234,604 broker non-votes.
  • Advisory vote on executive compensation: 697,999 votes for; 216,553 against; 76,839 abstentions; 3,234,604 broker non-votes.
  • Auditor ratification: BDO USA, P.C. ratified as independent auditor for FY2026 with 3,770,715 votes for; 206,541 against; 248,739 abstentions (no broker non-votes reported for this proposal).
  • Report signed May 14, 2026 by Albert A. Luderer, Ph.D., Interim Chief Executive Officer.

Why It Matters This 8-K documents the outcomes of routine corporate governance votes that affect board composition and oversight: two directors were re/elected with terms through 2029, shareholders gave advisory approval to executive pay disclosure, and the company confirmed its auditor for 2026. Investors should note the level of shares represented at the meeting (≈38.1%) and the substantial broker non-votes on several proposals, which reflect shares not voted on certain matters by broker-held accounts. These results are procedural but relevant for governance oversight and audit continuity.

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