Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2021

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of
Commission File Number
(IRS Employer Identification

6000 Shoreline Court, Suite 300, South San Francisco, California
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (650) 243-6300
(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, par value, $0.001 per share
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment of 2013 Stock Incentive Plan

On February 26, 2021, the Board of Directors (the “Board”) of Veracyte, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) to the Company’s 2013 Stock Incentive Plan (the “Plan”) to provide that (A) each non-employee director who first joins the Board shall receive restricted stock units (“RSUs”) valued on the grant date at $600,000, which RSUs shall vest as to one-third of the shares subject thereto on each of the first, second and third annual anniversaries of the date of grant, (B) on the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, each non-employee director who was not elected to the Board for the first time at such meeting, who has served on the Board for at least six months on such date and who will continue serving as a member of the Board thereafter shall receive RSUs valued on the grant date at $300,000, which RSUs shall vest on the first anniversary of the date of grant, or immediately prior to the next regular annual meeting of the Company’s stockholders, if earlier. In addition, the Plan Amendment provides that no non-employee director may receive equity awards under the Plan that, when combined with cash compensation received for service as a non-employee director, exceeds $750,000 in value in any calendar year, which amount shall instead be $1,500,000 in value in the calendar year in which such director first joins the Board.

The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

March 3, 2021
/s/ Keith Kennedy
Keith Kennedy
Chief Financial Officer
Principal Financial Officer