CASTLE BIOSCIENCES INC 8-K

What Happened
Castle Biosciences, Inc. (CSTL) filed an 8-K on May 29, 2026 reporting the results of its May 28, 2026 annual meeting of stockholders. Stockholders elected three Class I directors (terms to 2029), ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, approved the company's named executive officer compensation on an advisory basis, and approved the non-employee director compensation policy. The report was signed by CEO Derek J. Maetzold.

Key Details

• Director elections (each elected to serve until the 2029 annual meeting):
  • Ellen Goldberg — For: 15,455,265; Withhold: 7,118,166; Broker non-votes: 2,415,788
  • Miles D. Harrison — For: 15,607,369; Withhold: 6,966,062; Broker non-votes: 2,415,788
  • Tiffany P. Olson — For: 14,380,655; Withhold: 8,192,776; Broker non-votes: 2,415,788
• Auditor ratification: KPMG LLP ratified as independent registered public accounting firm for fiscal year ending Dec. 31, 2026 — For: 24,531,366; Against: 445,666; Abstain: 12,187.
• Executive and director compensation votes:
  • Advisory approval of named executive officers’ compensation (say-on-pay) — For: 21,280,180; Against: 1,281,394; Abstain: 11,857; Broker non-votes: 2,415,788.
  • Approval of non-employee director compensation policy — For: 21,394,330; Against: 1,130,133; Abstain: 48,968; Broker non-votes: 2,415,788.

Why It Matters
These votes confirm the board composition and governance items for Castle Biosciences through 2029 and establish continuity of external audit services with KPMG for 2026—both are material for oversight and financial reporting. The advisory approval of executive compensation (say-on-pay) and the vote to adopt a director compensation policy provide investor feedback on pay practices; because the say-on-pay vote is non-binding, it signals stockholder sentiment but does not by itself change pay arrangements.