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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 29 added, 18 removed, 174 unchanged (21% of the section changed)

1 unchanged sentence

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer, or CEO, and chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our CEO and CFO have concluded that as of December 31, 2020, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such required information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Our management, with the participation of our co-chief executive officers, or Co-CEOs, and chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Co-CEOs and CFO have concluded that as of December 31, 2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such required information is accumulated and communicated to our management, including our Co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Management report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f).

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision and with the participation of our management, including our Co-CEOs and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of our assessment under the framework in the Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2021.The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by an independent registered public accounting firm, as stated in their report included in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K.

8 unchanged sentences

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our CEO and CFO, do not expect that our internal controls will prevent or detect all errors and all fraud.

Management, including our Co-CEOs and CFO, do not expect that our internal controls will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become

inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide

absolute assurance that all control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Report of Independent Registered Public Accounting Firm

25 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

30 unchanged sentences

8-K 001-38683 4.1 11/20/2020

10.1 Amended and Restated Investors' Rights Agreement, dated May 9, 2017, by and among Guardant Health, Inc.

and the investors listed therein

S-1 333-227206 10.1 9/6/2018

10.1# Amended and Restated 2012 Stock Plan

11 unchanged sentences

10.2(d)# Forms of Performance-Based Restricted Stock Unit Award Agreement under the 2018 Incentive Award Plan

10-K 001-38683 10.3(d) 2/25/2021

10.3# 2018 Employee Stock Purchase Plan

21 unchanged sentences

S-1 333-227206 10.2(a) 9/6/2018

10.12 S ublease Agreement, dated July 31, 2020 , by and between Guardant Health, Inc.

10.11 Sublease Agreement, dated July 31, 2020, by and between Guardant Health, Inc.

and 3000 Hanover, LLC

13 unchanged sentences

10.18§ Amendment #5 to Supply Agreement, dated January 1, 2021, by and between the Registrant and Illumina, Inc.

10-K 001-38683 10.19 2/25/2021

10.19# Form of letter agreement relating to certain time-based equity awards held by Helmy Eltoukhy and AmirAli Talasaz

10 unchanged sentences

24.1 Power of Attorney (included on the signatures page of this Annual Report on Form 10-K)

31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1 Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3 Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.

32.1 Certification of the Co- Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3 Certification of the Chief Financial Officer pursuant to 18 U.S.C.

18 unchanged sentences

Helmy Eltoukhy

Chief Executive Officer

Co-Chief Executive Officer and Chairman of the Board

/s/ AmirAli Talasaz

AmirAli Talasaz

Co-Chief Executive Officer and Director

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Helmy Eltoukhy, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Helmy Eltoukhy and AmirAli Talasaz, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ Helmy Eltoukhy Chief Executive Officer and Director

/s/ Helmy Eltoukhy Co-Chief Executive Officer and Chairman of the Board

(Principal Executive Officer) February 24, 2022

Helmy Eltoukhy

/s/ AmirAli Talasaz Co-Chief Executive Officer and Director

(Principal Executive Officer) February 24, 2022

AmirAli Talasaz

/s/ Michael Bell Chief Financial Officer

(Principal Accounting Officer and Principal Financial Officer) February 24, 2022

/s/ AmirAli Talasaz President, Chief Operating Officer and Chairman of the Board of Directors February 25, 2021

AmirAli Talasaz

/s/ Ian Clark Director February 24, 2022

2 unchanged sentences

Bahija Jallal

/s/ Meghan Joyce Director February 24, 2022

/s/ Samir Kaul Director February 24, 2022

1 unchanged sentence

Stanley Meresman

/s/ Myrtle Potter Director February 24, 2022

Myrtle Potter

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures