Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 16, 2024

FULGENT GENETICS, INC.

(Exact Name of Registrant as Specified in Charter)

    Delaware

    001-37894

    81-2621304

    (State or other jurisdiction of
incorporation)

    (Commission File Number)

    (IRS Employer Identification No.)

    4399 Santa Anita Avenue
El Monte, California

    91731

    (Address of Principal Executive Offices)

    (Zip Code)

(626) 350-0537

(Registrant’s telephone number, including area code)

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 $0.0001 per share	FLGT	The Nasdaq Stock Market (Nasdaq Global Market)

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.

On May 16, 2024 at 9:00 a.m. Pacific Time, Fulgent Genetics, Inc. (the “Company”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at the Company’s offices at 4399 Santa Anita Avenue, El Monte, California 91731. Of the Company’s 29,900,666 shares of common stock issued and outstanding and eligible to vote as of the record date of March 21, 2024, a quorum of 24,480,868 shares, or approximately 82% of the eligible shares, was present in person or represented by proxy. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2024. The following actions were taken at the Annual Meeting:

Proposal 1

Election of the following nominees as directors of the Company, each to serve until the 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.


	Votes For		Votes Withheld		Broker Non-Vote
Ming Hsieh		20,071,185		314,415		4,095,268
Michael Nohaile, Ph.D.		17,462,830		2,922,770		4,095,268
Regina Groves		17,487,701		2,897,899		4,095,268
Linda Marsh		15,854,682		4,530,918		4,095,268

Proposal 2

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.


Votes For		Votes Against		Votes Abstained		Broker Non-Vote
	24,238,701		222,804		19,363	—

Proposal 3

Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers.


Votes For		Votes Against		Votes Abstained		Broker Non-Vote
	19,786,239		573,411		25,950		4,095,268

SIGNATURE

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: May 16, 2024	FULGENT GENETICS, INC.

	By:	/s/ Paul Kim
	Name:	Paul Kim
	Title:	Chief Financial Officer

Document and Entity Information	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity Registrant Name	FULGENT GENETICS, INC.
Entity Central Index Key	0001674930
Entity File Number	001-37894
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2621304
Entity Address, Address Line One	4399 Santa Anita Avenue
Entity Address, City or Town	El Monte
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91731
City Area Code	626
Local Phone Number	350-0537
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	FLGT
Security Exchange Name	NASDAQ