Caris Life Sciences, Inc.
For the period ended Jun 4, 2026. Filed Apr 23, 2026.
View on SEC.govAbout 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.
Jun 4, 2026 · Filed Apr 23, 2026
Contents
Cover page
Show cover page
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:
| ☐ | 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 §240.14a-12 |
CARIS LIFE SCIENCES, 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 |
Notice of Annual Meeting of Shareholders
Date and Time: Thursday, June 4, 2026, at 10:00 a.m., Central Time
Virtual Meeting Website: Online at www.virtualshareholdermeeting.com/CAI2026
Record Date: Close of business on April 9, 2026
Our shareholders are cordially invited to attend our 2026 Annual Meeting of Shareholders to be held virtually for the following purposes, as more fully described in the accompanying Proxy Statement:
To elect David Dean Halbert, Peter M. Castleman, Brian J. Brille, David Fredrickson, Joseph E. Gilliam, Jon S. Halbert, Laura I. Johansen, Dr. Lloyd B. Minor, Danny Phillips and Dr. Jeffrey Vacirca, all nominated by our Board of Directors, to serve until the 2027 Annual Meeting of Shareholders and until any such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification or removal; and
To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
We will also transact such other business as may properly come before the meeting and any adjournments and postponements thereof in accordance with the provisions of the Company’s Amended and Restated Bylaws, as amended (our "Bylaws").
You can attend and vote at the Annual Meeting virtually if you were a shareholder at the close of business on the record date fixed by our Board of Directors and specified above. Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
The Annual Meeting will be held as a “virtual meeting” via the Internet at the virtual meeting website specified above. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting.
We are electronically disseminating Annual Meeting materials to our shareholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Shareholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred. Proxy materials for the Annual Meeting are being sent to shareholders on April 23, 2026.
By Order of the Board of Directors,
J. Russel Denton
Senior Vice President, General Counsel and Secretary
Irving, Texas, April 23, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 4, 2026:This Proxy Statement and our 2025 Annual Report to Shareholders are available electronically at www.proxyvote.com.
Table of Contents
| Proxy Summary | 3 |
|---|---|
| Voting Matters and Board Recommendations | 3 |
| Proposal Snapshot | 4 |
| Proposal No. 1 - Election of Directors | 5 |
| Director Biographies | 6 |
| Corporate Governance | 11 |
| Director Independence | 11 |
| Board Leadership Structure | 11 |
| Board Service Policies | 12 |
| Code of Business Conduct and Ethics | 12 |
| Role of the Board in Risk Oversight | 12 |
| Communications with Directors | 13 |
| Board Qualifications | 13 |
| Director Nominations | 14 |
| Attendance at Annual Meeting | 14 |
| Board Meetings and Committees | 14 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Family Relationships | 16 |
| Director Compensation | 17 |
| Non-Employee Director Compensation Program | 17 |
| Director Compensation Table | 17 |
| Stock Ownership Matters | 19 |
| Security Ownership of Certain Beneficial Owners and Management | 19 |
| Insider Trading Compliance Policy | 22 |
| Prohibition on Hedging | 22 |
| Policy on Stock Pledging | 22 |
| Emerging Growth Company Status | 23 |
| Executive Compensation | 24 |
| Summary Compensation Table | 25 |
| Narrative Disclosure to Summary Compensation Table | 25 |
| Outstanding Equity Awards at Fiscal Year-End | 27 |
| Additional Narrative Disclosure | 28 |
|---|---|
| Employment Agreements | 29 |
| Equity Compensation Plan Information | 31 |
| Certain Relationships and Related-Party and Other Transactions | 32 |
| Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 36 |
| Change in Independent Registered Public Accounting Firm | 37 |
| Pre-Approval Policies and Procedures | 37 |
| Audit Committee Report | 38 |
| Questions and Answers | 40 |
| Other Business | 46 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.