Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Stockholders held by Black Diamond Therapeutics, Inc. on June 26, 2026. The meeting was conducted in a virtual-only format. As of the record date (April 28, 2026), there were 57,301,774 shares of Common Stock outstanding, with 44,690,495 shares present or represented by proxy, establishing a quorum.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity. Investors should refer to the Company's Form 10-K or 10-Q for financial performance metrics.
Material Changes and Voting Results
The filing details the final voting outcomes for four proposals submitted to stockholders:
- Proposal 1 (Election of Directors): Shannon Campbell and Kapil Dhingra were elected as Class III directors for three-year terms.
- Shannon Campbell: 19,251,021 votes FOR; 17,219,135 votes WITHHELD.
- Kapil Dhingra: 13,966,232 votes FOR; 22,503,924 votes WITHHELD.
- Proposal 2 (Ratification of Auditors): Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- 44,421,545 votes FOR; 117,976 votes AGAINST.
- Proposal 3 (Executive Compensation): Stockholders approved the non-binding advisory vote on executive compensation.
- 35,071,684 votes FOR; 1,243,945 votes AGAINST.
- Proposal 4 (Frequency of Compensation Votes): Stockholders voted to hold future advisory votes on executive compensation on an annual basis.
- 30,446,520 votes for 1-Year frequency; 5,740,812 votes for 3-Year frequency.
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The document is strictly limited to reporting the procedural outcomes of the Annual Meeting.
Key Facts for Investor Verification
- Verify the tenure of the newly elected Class III directors (Shannon Campbell and Kapil Dhingra) through the 2029 annual meeting.
- Note the significant number of "Withheld" votes for director Kapil Dhingra (22.5 million) compared to "For" votes (14.0 million), indicating notable shareholder dissent despite the election.
- Confirm that future executive compensation advisory votes will occur annually based on the stockholder preference expressed in Proposal 4.
- Review the definitive Proxy Statement filed on April 29, 2026, for detailed background on the nominees and compensation policies.