8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 18, 2024

GUARDANT HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38683	45-4139254
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

3100 Hanover Street

Palo Alto, California 94304

(Address of principal executive offices) (Zip Code)

855-698-8887

(Registrant’s telephone number, include area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	GH	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2024, the independent directors of the Board of Directors (the “Board”) of Guardant Health, Inc. (the “Company”) approved entering into a letter agreement (the “Letter Agreement”) with Helmy Eltoukhy, the Company’s Chairman and Co-Chief Executive Officer and AmirAli Talasaz, the Company’s Co-Chief Executive Officer (the “co-CEOs”). The Letter Agreements amend and restate the prior letter by and between each co-CEO and the Company, dated May 26, 2020 (the “Prior Letter”) and are effective as of January 1, 2024. The terms and conditions of the Letter Agreements are the same as in the Prior Letters, except as noted below.

Pursuant to the Letter Agreements, the co-CEOs’ annual base salary remains at $1. After 2024, future salary compensation will be set by the Compensation Committee of the Board.

Additionally, pursuant to the Letter Agreements, the co-CEOs will be eligible to receive the below restricted stock unit (“RSU”) and performance-based RSU (“PSU”) awards:

• Annual Awards. Commencing in 2024, in the first quarter of each calendar year of employment, in lieu of base salary and annual cash bonus each co-CEO will receive a grant of RSUs and PSUs, each with a dollar-denominated value equal to $800,000. The RSUs will vest over a one-year period, with 25% of the RSUs vesting on the last day of each calendar quarter of the applicable calendar year, and the PSUs will be earned with respect to 0% - 200% of the target number of PSUs based on the achievement of the same annual performance goals that apply to the Company’s annual cash bonus program for its senior executives with respect to the calendar year in which the PSUs are granted, and will vest subject to continued service through the date on which bonuses are paid to the other senior executives for the applicable year.

• 2024 Long-Term Awards. Each co-CEO also will receive awards of RSUs and PSUs, each with a dollar-denominated value of $5,000,000. The RSUs will vest with respect to 1/3rd of the RSUs on January 1, 2025, and then quarterly for the remaining 24 months. The PSUs will become earned and vest based on the achievement of Revenue CAGR, relative total shareholder return (“TSR”) and absolute TSR goals over a three-year performance period beginning January 1, 2025.

In connection with entering into the Letter Agreement, each PSU award granted to the co-CEOs on May 26, 2020 was cancelled.

The foregoing description of the Letter Agreements is a summary only and is subject to and qualified in its entirety by the terms of the form of Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Letter Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GUARDANT HEALTH, INC.
Date: March 22, 2024	By:	/s/ John G. Saia
		John G. Saia
		Chief Legal Officer and Corporate Secretary

EX-10.1

Exhibit 10.1

March 18, 2024

Re: Compensation Arrangement

Dear [Helmy / AmirAli]:

This letter serves to memorialize your agreement with Guardant Health, Inc. (the “Company”) regarding certain compensation-related matters and amends and restates the prior letter by and between you and the Company, dated May 26, 2020 (the “Prior Letter”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Company’s Executive Severance Plan, as amended (the “Severance Plan”), as in effect on the date hereof. This letter shall be effective as of January 1, 2024 (the “Effective Date”).

You agree and acknowledge:

• Base Salary. Your annual base salary will remain at $1 (the “Base Salary”). After 2024, future salary compensation will be set by the Compensation Committee (the “Committee”) of the Board of Directors of the Company, in its sole discretion.

• Annual Bonus. You will continue to not be eligible to receive an annual cash bonus from the Company with respect to any calendar year (including 2024).

• Benefits. You (and your spouse and/or eligible dependents) will continue to be eligible, at the sole cost of the Company, to participate in and be covered under the health and welfare benefit plans and programs maintained by the Company for the benefit of its employees from time to time. If the Company is otherwise unable to continue to cover you under its group health plans without violating law or incurring penalties (including, without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) then, in either case, you agree that the employee-portion of the relevant premium payment(s) will be taxable to you. You also acknowledge and agree that the premium paid with respect to the Company’s life insurance plan / program may be taxable to you. The coverage provided to you, your spouse and eligible dependents will be provided to you (and them) on a tax-neutral basis to you (that is, as if the coverage were tax-free to you). The Company will implement the preceding sentence by making additional payments to you so that the net effect to you and your family will be as if the coverage were tax free to you. Any such payments will be made to you no later than the 60th day of the calendar year following the year of coverage, but you will not have control over the year in which the Company chooses to make such payments.

• Severance Plan Eligibility. You will continue to be designated a “Tier 1” participant in the Severance Plan. If you experience a severance-qualifying termination of employment for purposes of the Severance Plan, you agree that your Cash Salary Severance shall be determined based on the Base Salary, and that your Target Incentive Compensation shall be zero (capitalized terms, as defined in the Severance Plan). You and the Company agree that the Committee has been working on enhancements to the Severance Plan and intends to adopt the updates in the near future. The Committee expects to consult with you prior to final adoption.

March 18, 2024

Page 2 of 3

• Annual RSU Award. Commencing with the 2024 calendar year, and in lieu of an annual base salary, in the first quarter of each calendar year of your employment with the Company the Committee shall approve the grant to you of restricted stock units (“RSUs”) with a dollar-denominated value equal to $800,000 (the “Annual RSU Award”). The RSUs subject to each Annual RSU Award will vest in four equal installments on the last day of each calendar quarter of the applicable calendar year in which such Annual RSU Award is granted. The value of the Annual RSU Award shall be reviewed annually by the Committee and may be increased or decreased from time to time by the Committee in its sole discretion.

• Annual PSU Award. Commencing with the 2024 calendar year, and in lieu of an annual bonus, in the first quarter of each calendar year of your employment with the Company the Committee shall approve the grant of performance-based RSUs (“PSUs”) with a dollar-denominated target value equal to $800,000 (the “Annual PSU Award”). The PSUs subject to each Annual PSU Award (i) will be earned with respect to 0%—200% of the target number of PSUs based on the achievement of the same annual performance goals that apply to the Company’s annual cash bonus program for its senior executives with respect to the calendar year in which the PSUs are granted, and (ii) will vest subject to your continued service through the date on which cash bonuses pursuant to such program are paid to the other senior executives. The target value of the Annual PSU Award shall be reviewed annually by the Committee and may be increased or decreased from time to time by the Committee in its sole discretion.

• 2024 Long-Term RSU Award. On or as soon as practicable after the date of this letter, the Committee shall approve the grant of RSUs with a dollar-denominated value equal to $5,000,000 (the “2024 RSU Award”). The RSUs subject to the 2024 RSU Award will vest with respect to 1/3th of the RSUs on January 1, 2025, and then quarterly for the remaining twenty-four months, subject to your continued service through the applicable vesting date.

• 2024 Long-Term PSU Award. On or as soon as practicable after the date of this letter, the Committee shall approve the grant of PSUs with a dollar-denominated target value equal to $5,000,000 (the “2024 PSU Award”). The PSUs subject to the 2024 PSU Award will become earned and vest based on the achievement of Revenue CAGR, relative total shareholder return (“TSR”) and absolute TSR goals over a three-year performance period.

• Additional Terms and Conditions. The number of RSUs and PSUs, as applicable, subject to each of the Annual RSU Awards, Annual PSU Awards, 2024 RSU Award and 2024 PSU Award (collectively, the “Equity Awards”) will be determined in accordance with the Company’s Equity Award Guidelines, dated February 15, 2024. The additional terms and conditions of the Equity Awards will be set forth in the Company’s 2018 Incentive Award Plan (or any other applicable Company equity incentive plan then-maintained by the Company) and a separate award agreement in a form prescribed by the Company, which will provide that any tax withholding obligation(s) associated with the Equity Awards may be settled by you in your discretion through a Company “net settlement”.

• Equity Awards. You remain eligible to receive future long-term incentive awards as determined by the Committee in its sole discretion. Your benefits under any such long-term incentive awards shall be subject to the terms and conditions specified by the Committee and in the governing documents of the particular award.

• Cancellation of Founders PSU Award. For good and valuable consideration, including your continued employment with the Company, the PSUs subject to that certain PSU award granted to you on May 26, 2020 (the “Founders PSU Award”) shall be cancelled and forfeited effective as of the date of this letter. You shall have no further right, title or interest in respect of such PSUs or any shares of the Company’s common stock issuable upon vesting and/or settlement of such PSUs, and the individual award agreement evidencing the grant of such PSUs shall be null and void.

March 18, 2024

Page 3 of 3

The Equity Awards, together with the arrangement described in the first bullet of this letter, constitute full payment of wages earned by you for your employment with the Company and its affiliates from and after the Effective Date.

Other than as described in this letter, all other terms and conditions of your service remain unchanged. The terms of this letter, any individual award agreement evidencing the Equity Awards, that certain letter agreement by and between you and the Company, dated March 4, 2019 (the “2019 Letter”), and the Severance Plan are intended by the parties to be the final expression of their agreement with respect to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, including the Prior Letter. For the avoidance of doubt, effective as of the Effective Date, any references to the “Waiver Period” in the Prior Letter shall be null and void.

In addition, none of the foregoing will constitute an event giving rise to Good Reason for purposes of the Severance Plan or any other agreement between you and the Company.

Please indicate your acceptance and acknowledgement of, and agreement to, the foregoing by signing below.

Sincerely,

By: Ian Clark

Its: Lead Independent Director of the Board of Directors

By: Vijaya Gadde

Its: Chair of the Compensation Committee of the Board of Directors

Agreed and Acknowledged:

Name: [Helmy Eltoukhy / AmirAli Talasaz]

XML

Document and Entity Information	Mar. 18, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001576280
Document Type	8-K
Document Period End Date	Mar. 18, 2024
Entity Registrant Name	GUARDANT HEALTH, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38683
Entity Tax Identification Number	45-4139254
Entity Address, Address Line One	3100 Hanover Street
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94304
City Area Code	855
Local Phone Number	698-8887
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.00001 par value per share
Trading Symbol	GH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false