Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 22, 2021, the Board of Directors (the "Board") of Veracyte, Inc. ("Veracyte") amended and restated Veracyte's bylaws (the "Amended and Restated Bylaws") to implement majority voting in uncontested elections of directors and plurality voting in contested elections, commencing with Veracyte's 2022 annual meeting of stockholders (the "2022 Annual Meeting"). Commencing with the 2022 Annual Meeting, in uncontested elections a nominee for director shall be elected to the Board if the number of votes cast "for" such nominee's election exceed the number of votes cast "against" such nominee's election.

In addition, the Board approved a director resignation policy to provide that commencing with the 2022 Annual Meeting, the Board shall nominate for election or reelection as director only those candidates who tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at a meeting of the stockholders at which such director faces election or reelection and (ii) Board acceptance of such resignation. If the director nominee fails to receive a sufficient number of votes for reelection at the meeting, the Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee's recommendation within 90 days from the date of the certification of the election results.

The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



d) Exhibits.

Exhibit No.         Description

     3.1              Amended and Restated Bylaws
     104            Cover Page Interactive Data File (embedded within the Inline XBRL document).

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