Date of Report (Date of earliest event reported):June 4, 2026
CARIS LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Texas
001-42706
85-2077369
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
750 W. John Carpenter FreewaySuite 800
Irving, TX
75039
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (866) 771-8946
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
CAI
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Caris Life Sciences, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on June 4, 2026 (the “2026 Annual Meeting”). The Company’s shareholders were asked to vote on two proposals, each as more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026: (1) to elect ten director nominees to the Board to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified or their earlier death, resignation, disqualification or removal; and (2) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
As of the close of business on the record date of April 9, 2026, there were 282,662,545 shares of the Company’s common stock issued, outstanding and eligible to vote if represented in person or by proxy at the 2026 Annual Meeting. A total of 273,714,520 shares were represented at the 2026 Annual Meeting, which constituted a quorum.
The shareholder voting results by proposal are set forth in the tables below:
Proposal No. 1: Election of Directors
Each of the following director nominees was elected to serve for a term expiring at the 2027 Annual Meeting by the votes set forth in the table below.
Name
Votes For
Votes Withheld
Broker Non-Votes
David Dean Halbert
216,983,424
45,644,070
11,087,026
Brian J. Brille
216,953,607
45,673,887
11,087,026
Peter M. Castleman
200,435,909
62,191,585
11,087,026
David Fredrickson
228,579,061
34,048,433
11,087,026
Joseph E. Gilliam
215,798,279
46,829,215
11,087,026
Jon S. Halbert
215,600,787
47,026,707
11,087,026
Laura I. Johansen
227,201,421
35,426,073
11,087,026
Dr. Lloyd B. Minor
228,662,425
33,965,069
11,087,026
Danny Phillips
214,817,153
47,810,341
11,087,026
Dr. Jeffrey Vacirca
228,673,484
33,954,010
11,087,026
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the shareholders by the votes set forth in the table below.
Votes For
Votes Against
Abstentions
273,517,324
60,882
136,314
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 5, 2026
CARIS LIFE SCIENCES, INC.
By:
/s/ Luke Power
Name:
Luke Power
Title:
Senior Vice President, Chief Financial Officer and Chief Accounting Officer