Bionano Genomics (BNGO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders of record as of March 19, 2026, are eligible to vote, with multiple methods available including online, phone, and mail.

• The proxy statement includes forward-looking statements and risk factors, with a focus on long-term value creation and corporate governance.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors for terms expiring at the 2029 annual meeting.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of BDO USA, P.C. as independent auditor for fiscal year 2026.

• Board recommends a vote FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for future meetings are detailed, with specific deadlines.

Board of directors and corporate governance

• The board is classified into three staggered classes, with a focus on continuity and long-term strategy.

• Six of seven directors are independent under Nasdaq and SEC rules.

• Board diversity is considered, though no formal policy exists; recent refreshment and succession planning are emphasized.

• Board leadership separates CEO and Chairman roles, with an independent Chairman.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Annual board and committee self-assessments are conducted.