EXAGEN INC.

8-K · exdx-20260609.htm iXBRL

0001274737 2026-06-09 2026-06-09

 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): June 9, 2026
 EXAGEN INC.
 (Exact name of registrant as specified in its charter)

 Delaware

 001-39049

 20-0434866
 (State or other jurisdiction
 of incorporation)

 (Commission
 File Number)

 (IRS Employer
 Identification No.)

 1261 Liberty Way
 Vista , CA 92081
 (Address of principal executive offices) (Zip Code)
 ( 760 ) 560-1501
 (Registrant’s telephone number, including area code)
 N/A
 (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

 XGN

 The 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.
 Exagen Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting") on June 9, 2026. At the Annual Meeting, the Company's stockholders voted on three proposals, as described below. Each of the proposals was described in detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). The vote totals noted below are final voting results from the Annual Meeting.
 Proposal 1
 The Company's stockholders elected the following two Class I directors for a three-year term of office expiring at the Company's 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until such director's earlier death, resignation or removal.

 Name
 Votes For
 Votes Withheld
 Broker Non-Votes

 Tina S. Nova, Ph.D.
 8,094,349 220,954 8,663,346
 Scott Kahn, Ph.D.
 6,295,837 2,019,466 8,663,346

 Proposal 2
 The Company's stockholders ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

 16,955,368 4 23,277 __

 Proposal 3
 The Company's stockholders approved, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

 8,271,156 22,870 21,277 8,663,346

 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.

 EXAGEN INC.

 Date: June 9, 2026

 By:

 /s/ Jeffrey G. Black

 Jeffrey G. Black

 Chief Financial Officer