GeneDx Holdings Corp.

DEF 14A 1 genedx-2024annualmeetingxd.htm DEF 14A

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☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

(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 the appropriate box):

Stamford, Connecticut

Dear Stockholder of GeneDx Holdings Corp.:

You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of GeneDx Holdings Corp. (“we,” “us”, “our”, “GeneDx” or the “Company”) to be held at GeneDx’s corporate headquarters at 333 Ludlow Street, North Tower, Stamford, Connecticut 06902 on June 20, 2024 at 9:00 a.m. Eastern Time. The Annual Meeting will be held through a “hybrid” model where participants can either attend in person or online.

The Company is holding the Annual Meeting to:

(1)Elect three Class III directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified;

(2)Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

(3)Transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Each of these proposals is more fully described in the accompanying proxy statement, which each stockholder is encouraged to carefully read.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone or, if you received a paper copy of the meeting materials by mail, by completing, signing and dating the enclosed proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote in person if you attend the Annual Meeting or during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/wgs2024 with your 12-digit control number assigned by Continental Stock Transfer & Trust Company included on your proxy card or obtained from them via email. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting in person at the Annual Meeting or online during the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

On behalf of our Board, I would like to thank you for your support of GeneDx Holdings Corp.

The accompanying Notice of Annual Meeting and proxy statement are dated April 29, 2024 and are expected to be first distributed and made available on the Internet to the Company’s stockholders on or about April 29, 2024.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of GeneDx Holdings Corp.:

NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders (the “Annual Meeting”) of GeneDx Holdings Corp., a Delaware corporation (“we,” “us”, “our”, “GeneDx” or the “Company”), to be held at the Company’s corporate headquarters at 333 Ludlow Street, North Tower, Stamford, Connecticut 06902 on June 20, 2024 at 9:00 a.m. Eastern time.

The Annual Meeting will be held through a “hybrid” model. Stockholders or their proxyholders can attend the Annual Meeting in person at the Company’s corporate headquarters. In addition, stockholders or their proxyholders will be able to attend and vote at the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/wgs2024 and using a control number assigned by Continental Stock Transfer & Trust Company. To receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other nominee) will need to follow the instructions applicable to them provided in the accompanying proxy statement.

We are holding the Annual Meeting for the following purposes:

1. Proposal No. 1 - The Class III Director Election Proposal- To elect three Class III directors of the Company, each to serve a three-year term expiring at the Company’s 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified (“Proposal No. 1”);

2. Proposal No. 2 - The Auditor Ratification Proposal- To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal No. 2”); and

3. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

These items of business are more fully described in the accompanying proxy statement. We have not received notice of any other matters that may be properly presented at our Annual Meeting.

The record date for the Annual Meeting is April 24, 2024. Only stockholders of record at the close of business on the record date may vote at the Annual Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.

A majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote must be present in person or by proxy to constitute a quorum for the transaction of business at the Annual Meeting. The Board recommends that you vote “FOR” each of these proposals.

TABLE OF CONTENTS

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PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

JUNE 20, 2024

EXPLANATORY NOTES

Unless otherwise stated in this proxy statement or the context otherwise requires, references to:

•“GeneDx Holdings” refers to GeneDx Holdings Corp., a Delaware corporation (f/k/a Sema4 Holdings Corp. (“Sema4 Holdings”));

•“Legacy GeneDx” refers to GeneDx, LLC, a Delaware limited liability company (formerly, GeneDx, Inc., a New Jersey corporation), which we acquired on April 29, 2022 (the “Acquisition”);

•“Legacy Sema4” refers to Mount Sinai Genomics, Inc. d/b/a as Sema4, a Delaware corporation, which consummated the business combination with CM Life Sciences, Inc. (“CMLS”) on July 22, 2021 (the “Business Combination”); and

•“we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to:

o Legacy Sema4 prior to the Business Combination, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Business Combination; and

o Legacy GeneDx prior to the Acquisition, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Acquisition.

In addition, unless otherwise stated in this proxy statement, all share amounts, exercise prices and other amounts set forth herein have been adjusted for the impact of a 1-for-33 reverse stock split of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), that became effective on May 4, 2023 (the “Reverse Stock Split”).