Fulgent Genetics, Inc.
For the period ended Mar 31, 2026. Filed Mar 31, 2026.
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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.
Mar 31, 2026 · Filed Mar 31, 2026
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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 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12
FULGENT GENETICS, 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): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of Fulgent Genetics, Inc. to be held at our offices at 4399 Santa Anita Avenue, El Monte, California 91731, on Thursday, May 14, 2026, at 9:00 a.m. Pacific Time.
Details regarding the meeting, the business to be conducted at the meeting, and information about Fulgent Genetics, Inc. that you should consider when you vote your shares are described in the accompanying proxy statement.
At the Annual Meeting, four persons will be elected to our board of directors (the “Board of Directors”). In addition, we will ask stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, to approve the compensation of our named executive officers as disclosed in this proxy statement, and to approve the Fulgent Genetics, Inc. 2026 Equity Incentive Plan. Our Board of Directors recommends the approval of all four proposals. Such other business will be transacted as may properly come before the Annual Meeting.
Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 2, 2026, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting.
Thank you for your continued support of Fulgent Genetics, Inc.
Sincerely,
/s/ Ming Hsieh
Ming Hsieh
Chief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TIME:9:00 A.M. PACIFIC TIME
DATE: THURSDAY, MAY 14, 2026
PLACE:4399 SANTA ANITA AVENUE, EL MONTE, CALIFORNIA 91731
PURPOSES:
To elect four directors to serve one-year terms expiring in 2027;
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
To approve by an advisory vote the compensation of our named executive officers, as disclosed in this proxy statement;
To approve the Fulgent Genetics, Inc. 2026 Equity Incentive Plan; and
To transact such other business that is properly presented at the Annual Meeting and any adjournments or postponements thereof.
WHO MAY VOTE:
You may vote if you were the record owner of Fulgent Genetics, Inc. common stock at the close of business on March 20, 2026. A list of stockholders of record will be available at the Annual Meeting and, during the 10 days prior to the Annual Meeting, at our offices located at 4399 Santa Anita Avenue, El Monte, California 91731.
All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, we urge you to vote and submit your proxy by the Internet, telephone, or mail by following the instructions in the Important Notice of Internet Availability of Proxy Materials that you previously received in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Annual Meeting. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.
BY ORDER OF OUR BOARD OF DIRECTORS
/s/ Ming Hsieh
Ming Hsieh
Chief Executive Officer
TABLE OF CONTENTS
| PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2026 | 1 |
|---|---|
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2026 | 2 |
| CAUTIONARY INFORMATION AND FORWARD-LOOKING STATEMENTS | 3 |
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 4 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 9 |
| MANAGEMENT AND CORPORATE GOVERNANCE | 11 |
| COMPENSATION DISCUSSION AND ANALYSIS | 19 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 30 |
| PAY VERSUS PERFORMANCE | 40 |
| EQUITY COMPENSATION PLANS | 45 |
| REPORT OF AUDIT COMMITTEE | 48 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 49 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 50 |
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 51 |
| PROPOSAL NO. 3 ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT | 53 |
| PROPOSAL NO. 4 APPROVAL OF THE FULGENT GENETICS, INC. 2026 EQUITY INCENTIVE PLAN | 54 |
| CODE OF CONDUCT AND ETHICS | 60 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR | 60 |
| ANNEX A | 62 |
| APPENDIX A | 65 |
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