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Quanterix Corp

For the period ended Sep 23, 2025. Filed Aug 25, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 23, 2025 · Filed Aug 25, 2025

QTRX$2.90+4.9%Stored close · as of Nov 6, 2026
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Proxy Summary

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PROXY SUMMARY

This proxy statement (this “Proxy Statement”), along with the accompanying notice of the 2025 annual meeting of stockholders (the “Notice”), contains information about the 2025 annual meeting of stockholders of Quanterix Corporation (including any adjournments or postponements of such meeting, the “Annual Meeting”) to be held virtually via the Internet at 9:00 a.m. ET, on September 23, 2025, at www.cesonlineservices.com/qtrxam_vm. The Annual Meeting will be held in a virtual meeting format only. If the Annual Meeting is adjourned for any reason, then proxies submitted may be used at any adjournment of the Annual Meeting.

In this Proxy Statement, we refer to Quanterix Corporation as “Quanterix,” “the Company,” “we” and “us.” We refer to our amended and restated certificate of incorporation as our “Charter” and our restated bylaws as our “Bylaws.”

Information About the Annual Meeting

You have received these proxy materials because our Board of Directors (the “Board”) is soliciting your proxy to vote your shares during the Annual Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote your shares, and you should read this entire Proxy Statement carefully before voting.

Date and Time: 9:00 a.m. (Eastern Time) on September 23, 2025

Place: Virtual meeting format, via live webcast. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/qtrxam_vm by 9:00 a.m. ET, on September 22, 2025

Record Date: July 31, 2025

Proxy Voting: Whether you plan to attend the Annual Meeting virtually or not, we urge you to vote by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage prepaid envelope provided or following the instructions on the enclosed white proxy card to vote via the Internet or by telephone. Returning your proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote and vote again during the Annual Meeting. More information on voting your proxy card and attending the Annual Meeting can be found in this Proxy Statement.

You can find a copy of our 2024 Annual Report, which includes our financial statements, on the website of the Securities and Exchange Commission (the “SEC”) atwww.sec.gov, or in the “SEC Filings” section of our website atwww.quanterix.com. You may also obtain a printed copy of our 2024 Annual Report, including our financial statements, free of charge, from us by sending a written request to: Quanterix Corporation, Attn: Investor Relations, 900 Middlesex Turnpike, Building 1, Billerica, Massachusetts 01821. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Matters to be Voted On

At the Annual Meeting, the holders of our common stock, par value $0.001 per share (our “Common Stock”), will be asked to vote upon the following matters:

​​​Board Recommendation​​Page​
Proposal No. 1 — Election of three director nominees to our Board to serve three-year terms expiring at the annual meeting of stockholders in 2028 or until their successors are duly elected and qualified​​FOR EACH OF OUR BOARD’S THREE NOMINEES: Myla Lai-Goldman, M.D.Masoud Toloue, Ph.D. David Walt, Ph.D.​​18​
Proposal No. 2 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers​​FOR​​30​
Proposal No. 3 — Ratification, on an advisory basis, of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025​​FOR​​56​
Proposal No. 4 — Approval of an amendment to our Charter to declassify our Board​​FOR​​61​
Proposal No. 5 — Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter; and​​FOR​​62​
Proposal No. 6 — Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend our Bylaws.​​FOR​​62​

Stockholders of record at the close of business July 31, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.

Corporate Governance Highlights

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Independent Chair and CEO roles

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Board comprised of industry leaders with experience in healthcare, diagnostics, research and development, capital markets, M&A and finance and capital management

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Average director tenure of four years

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High levels of director engagement, including all incumbent directors attending at least 75% of Board meetings in 2024

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Fully independent Audit, Compensation and Nominating and Governance Committees

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Audit Committee comprised of three financial experts, as that term is defined in rules promulgated by the SEC

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Ongoing evaluation of executive compensation strategy, led by the Compensation Committee

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Commitment to governance best practices and emerging trends, led by the Nominating and Governance Committee

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Annual Board and Board committee self-evaluations

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Commitment to proactive stockholder engagement

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No stockholder rights plan

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No stock hedging or pledging permitted by directors and officers

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Stock ownership guidelines applicable to tenured directors and executive officers to ensure long-term investment in the Company

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Annual say-on-pay vote

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Corporate Code of Conducts and Ethics to guide decision-making when conducting the Company’s business and performing day-to-day duties

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Board Highlights

The Board has nominated a slate comprised of three talented directors with skill sets, experiences and professional backgrounds representing perspectives and characteristics that are particularly relevant to Quanterix’s business and strategic objectives, as reflected in their biographies in “Proposal No. 1 — Election of Directors.”

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · STANDING COMMITTEES · ​
Name​​Primary Occupation​​Age​​Director Since​​Audit​​Compensation​​Nominating and Governance​
Masoud Toloue, Ph.D.​​Chief Executive Officer, Quanterix Corporation​​45​​2022​​​​​​​​​​
William P. Donnelly​​Lead Independent Director, Ingersoll Rand Former EVP, Mettler-Toledo International Inc.​​64​​2023​​​​​​​​
Jeffrey T. Elliott​​Former Chief Financial Officer, Exact Sciences Corp.​​47​​2024​​​​​​​​
Karen A. Flynn​​Former Chief Commercial Officer, Catalent, Inc.​​62​​2022​​​​​​​​
Myla Lai-Goldman, M.D.​​Former Chief Executive Officer and President and current Chair of GeneCentric Therapeutics, Inc.​​67​​2025​​​​​​​​​​
Ivana Magovčević-Liebisch, Ph.D., J.D.​​President and Chief Executive Officer, Vigil Neuroscience, Inc.​​58​​2024​​​​​​​​
Paul M. Meister​​Co-Founder and Chief Executive Officer, Liberty Lane Partners, LLC​​72​​2013​​​​​​​​​
Scott Mendel​​Former President and Chief Executive Officer, GenMark Diagnostics, Inc.​​58​​2025​​​​​​​​​​
David R. Walt, Ph.D.​​Hansjörg Wyss Professor of Biologically Inspired Engineering and Professor of Pathology, Harvard Medical School​​72​​2017​​​​​​​​​

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Chairperson Member

Commitment to Ongoing Stockholder Engagement

Quanterix is committed to having regular and meaningful engagement with our stockholders in order to obtain their insight and perspectives on our business, strategy, executive compensation, corporate governance and other issues that are important to them. Feedback from our investors informs our Board’s deliberations. This collaborative relationship is a key part of our philosophy, and we will continue to seek opportunities to maintain a dialogue with our investors.

Throughout the year, we regularly participate in conferences and other public events where we meet with stockholders and analysts to share our perspectives and solicit their feedback on our performance, strategy and other topics. Feedback and ideas received from these events and meetings are shared with our Board on an ongoing basis. We also engage with our stockholders on an ad hoc basis around quarterly earnings calls, annual meetings of stockholders and other corporate events.

Over the course of 2024, members of our Board and management team met with approximately 12 of our 20 largest investors representing approximately 47% of the outstanding shares of Common Stock as of December 31, 2024.

The Board regards engagement with stockholders as one of its core responsibilities as fiduciaries, and the Board and management team are committed to building and maintaining meaningful relationships with our investors. We encourage our stockholders to communicate with us to share their perspectives and feedback, which we use to inform and enhance the Board’s deliberations. We maintain several means for stockholders and others to communicate directly with us and to engage, ask questions and provide input:

Participation in our annual meetings;

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Participation in our regular investor engagement activities; and

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Communication with our Board, non-management members of our Board as a group, or a specific member of our Board (including the Chair of our Board) by sending a written communication addressed to our Corporate Secretary (the “Corporate Secretary”) by mail to Quanterix Corporation, 900 Middlesex Turnpike Building 1, Billerica, Massachusetts 01821. All communications will be reviewed and provided to the members of the Board unless such communications are unsolicited items, sales materials or other routine items or items unrelated to the duties and responsibilities of the Board or are otherwise determined to be frivolous, irrelevant, threatening, illegal or similarly unsuitable.

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