cdna-20230428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

CareDx, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CAREDX, INC.

8000 Marina Boulevard, 4th Floor

Brisbane, CA 94005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on Thursday, June 15, 2023

Dear Stockholder:

You are cordially invited to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of CareDx, Inc., a Delaware corporation (“CareDx,” “we”, “us”, “our”, or the “Company”). The Annual Meeting will be held on Thursday, June 15, 2023 at 10:00 a.m. Pacific Time, virtually via live webcast at http://www.virtualshareholdermeeting.com/CDNA2023, for the following purposes, as more fully described in the accompanying proxy statement:

1.To elect four Class III directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023;

3.To approve, on an advisory basis, the compensation of our named executive officers;

4.To approve an amendment to our amended and restated certificate of incorporation (the “Certificate of Incorporation”) to provide for the gradual declassification of our board of directors;

5.To approve an amendment to the Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation; and

6.To conduct any other business properly brought before the Annual Meeting and any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 21, 2023 as the record date for the Annual Meeting. Only stockholders of record on April 21, 2023 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon are more fully described in the accompanying proxy statement.

On or about May 5, 2023, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at http://investors.caredxinc.com/financial-information/annual-reports.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions.

Thank you for your continued support of CareDx.

By order of the Board of Directors,

/s/ Reginald Seeto, MBBS

Reginald Seeto, MBBS

President and Chief Executive Officer

Brisbane, California

April 28, 2023

TABLE OF CONTENTS


			Page

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			1
PROPOSAL NO. 1 ELECTION OF DIRECTORS			10
Nominees			10
Vote Required; Board Recommendation			10
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Directors with Terms Expiring at the Annual Meeting-Nominees for Director			12
Continuing Directors			15
Considerations in Evaluating Director Nominees			23
Director Independence			23
Board Leadership Structure			23
Board Diversity of Skills and Expertise			24
Legal Proceedings with Directors			25
Agreements with Directors			25

SEC Form DEF 14A filed by CareDx Inc.