UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the SecuritiesExchange Act of 1934

Filed by the Registrantxþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

Accelerate Diagnostics, 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 the appropriate box):

[PRELIMINARY COPY-SUBJECT TO COMPLETION]

ACCELERATE DIAGNOSTICS, INC.

3950 South Country Club Road, Suite 470

Tucson, Arizona 85714

(520) 365-3100

April 23, 2014March [•], 2019

To the Shareholders of Accelerate Diagnostics, Inc.:

You are cordially invited to attend the 2019 Annual Meeting of Shareholders of Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), which will be held at 8:0030 a.m., local time, on Thursday,Friday, May 29, 2014,10, 2019, at the Herbert K. Abrams Public Health Center, 1st4th Floor, Conference Room, 3950 South Country Club Road, Tucson, Arizona 85714 for85714. The proxy statement and related proxy materials that follow describe the following purposes:business to be conducted at the meeting.

The accompanying Notice and Proxy Statement describe these matters in more detail. Also enclosed with the Notice and Proxy Statement is our combined Annual Report to Shareholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as amended2018 (including the audited financial statements contained therein). We urge you to read thisthe information contained in the proxy materials carefully. In addition to the business to be transacted as described above,in the proxy statement, management will speak on our recent developments and respond to comments and questions of general interest to shareholders.

It is important that your shares be represented and voted whether or not you plan to attend the meeting in person. Accordingly, the Company’s Board of Directors is soliciting your proxy. You may vote on the Internet, by telephone or by completing and mailing the enclosed proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the meeting. Voting on the Internet or by telephone may not be available to all shareholders. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

On behalf of the Board of Directors, I would like to express our appreciation for your support of the Company.

 Sincerely,

/s/ Lawrence Mehren

Lawrence Mehren

President and Chief Executive Officer

How do I vote if I hold shares registered in the name of a broker or bank?“street name”?

If, on the record date (April 1, 2014),Record Date, your shares were not held in your name, but rather were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and a Notice of Proxy Materials wasthe proxy materials were forwarded to you by that organization. The organization holding your account is considered to be the shareholderShareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares held in your account. You will receive a voting instruction form from your broker or other agent asking you how your shares should be voted. Please complete the form and return it as provided in the instructions.

You are also invited to attend the Annual Meeting. However, since you are not the shareholderShareholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent and bring such proxy to the Annual Meeting. If you want to attend and vote at the Annual Meeting, you must provide proof of beneficial ownership as of the record date,Record Date, such as your most recent account statement showing ownership as of April 1, 2014,March 13, 2019, a copy of the voting instruction card provided by your broker or other agent, or other similar evidence of ownership. Whether or not you plan to attend the Annual Meeting, we urge you to provide voting instructions to your broker or other agent in advance of the Annual Meeting to ensure your vote is counted. Your broker or other agent will furnish you with additional information regarding the submission of such voting instructions.

Will my shares be voted if I do not provide my proxy?

If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy or attend the Annual Meeting and vote in person.

If, however, you hold your shares in street name, your shares may be voted under certain circumstances. Brokers and other agents generally have the authority to vote customers’ un-voted shares on certain “routine” matters. The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 (Proposal 6) is the only proposal at the Annual Meeting that we believe is routine. Accordingly, brokers and other agents that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion. A “broker non-vote” occurs when the broker or other agent is unable to vote on a proposal because the proposal is non-routine and the beneficial owner does not provide instructions.

Can I change my mind after I return my proxy?

Yes. You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting. If you are a shareholderShareholder of record, you can do this by giving written notice to the corporate secretary, by submitting another proxy with a later date, or by attending the Annual Meeting and voting in person. If you hold your shares in “streetstreet name,” you should consult with your bank, broker or other nomineeagent regarding the procedures for changing your voting instructions.

How many votes must be present to hold the Annual Meeting?

Your shares are counted as present at the Annual Meeting if you attend the meeting and vote in person or if you properly return a proxy by mail or the other methods described in these materials. In order for us to conduct business at the Annual Meeting, one-third (33-1/3%)one third (1/3) of our outstandingthe shares of Common Stock entitled to vote as of the record dateRecord Date must be present in person or by proxy at the Annual Meeting. This is referred to as a quorum. In order to ensure that there is a quorum, it may be necessary for certain directors, officers, regular employees and other representatives of the Company to solicit proxies by telephone, facsimile or in person. These persons will receive no extra compensation for their services.

If a quorum is not present, then either the Chairman of the Annual Meeting or the Shareholders may adjourn the meeting until a later time. Abstentions and “broker non-votes”broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum. A “broker non-vote” occurs when a broker holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received voting instructions from the beneficial owner.

What vote is required to approve each item of business to be considered at the Annual Meeting?

Election of Directors. Election of a director requires

The following table describes the affirmative vote of the holders of a plurality of the sharesvoting requirement for which votes are cast at a meeting at which a quorum is present. The six persons receiving the greatest number of votes will be elected as directors. Since only affirmative votes count for this purpose, a properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Shareholders may not cumulate votes in the election of directors.

Pursuant to rules approved by the Securities and Exchange Commission (the “SEC”) brokers are not entitled to use their discretion to vote uninstructed proxies in, among other things, uncontested director elections. In other words, if your shares are held by your broker in “street name” and you do not provide your broker with instructions about how your shares should be voted in connection with this proposal, your shares will not be voted and a “broker non-vote” will result. Therefore, if you desire that your shares be voted in connection with the election of the Board, it is imperative that you provide your broker with voting instructions. If your shares are held by your broker in “street name,” you will receive a voting instruction form from your broker or the broker’s agent asking you how your shares should be voted. Please complete the form and return it in the envelope provided by the broker or agent.

Amendment of 2012 Omnibus Equity Incentive Plan. The proposed amendment to the Company’s 2012 Omnibus Equity Incentive Plan increasing the number of shares of our common stock reserved and available for grant thereunder by 4,000,000 shares will be approved if a majority of the votes cast affirmatively or negatively at the Annual Meeting are voted in favor of the proposal, assuming a quorum is present. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted or treated as a vote cast, although it will be counted for purposes of determining whether a quorum is present. Accordingly, an abstention will not affect the outcome of this proposal. Brokers are not entitled to use their discretion to vote uninstructed proxies with respect to the proposal, and any such “broker non-votes” will not be deemed a vote cast or affect the outcome of theeach proposal (assuming a quorum is present).:

Ratification of Independent Public Accountants. The ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent public accountants for the fiscal year ending December 31, 2014 will be approved if a majority of the votes cast affirmatively or negatively at the Annual Meeting are voted in favor of the proposal, assuming a quorum is present. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted or treated as a vote cast, although it will be counted for purposes of determining whether a quorum is present. Accordingly, an abstention will not affect the outcome of this proposal. Brokers are entitled to use their discretion to vote uninstructed proxies with respect to ratification of our independent public accountants.

How will voting on any other business be conducted?

Although we do not know of any business to be conducted at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business comes before the Annual Meeting, your signed proxy card gives authority to the proxy holder(s) to vote on those matters at their discretion.

Can I dissent or exercise rights of appraisal?

Under Delaware law, Shareholdersshareholders are not entitled to dissenters’ rights in connection with any of the proposals to be presented at the Annual Meeting or to demand appraisal of their shares as a result of the approval of any of the proposals.

Who will bear the costs of this solicitation?

We will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional information furnished to Shareholders.materials. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to the beneficial owners. We may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, facsimile or personal solicitation by our directors, officers or other regular employees.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Director Nominees and Executive Officers

The following table sets forth certain information with respect to the current directors, director nominees and executive officers of our Company:

Lawrence MehrenThomas D. Brownhas served as the Chief Executive Officer and a Director of the Company since March 14, 2017. Mr. Brown has more than 30 years’ experience in the clinical diagnostics industry. Beginning his career with the Abbott Laboratories Diagnostics Division (ADD) in 1974, Mr. Brown held numerous sales, marketing and general management positions of increasing responsibility. He served in various positions there including Divisional Vice President of Sales within the United States and Divisional Vice President and General Manager of the Western Hemisphere, and by 1993 he was Corporate Vice President of Worldwide Diagnostic Commercial Operations. He was named Senior Vice President before becoming President of the Diagnostic Division, the role he served until his retirement in 2002. Mr. Brown currently serves on the Board of Directors of Quidel Corporation (NASDAQ: QDEL) and Stericycle, Inc. (NASDAQ: SRCL) and previously served on the boards of Cepheid, Inc. and Ventana Medical Systems, Inc. He received a Bachelor of Arts degree from the State University of New York at Buffalo.

Lawrence Mehren has served as a Director of the Company and as the President and Chief Executive Officer since June 26, 2012. Mr. Mehren served as Senior Vice President and Chief Financial Officer of Ventana Medical Systems from 2007 until 2008, SVP of Emerging Businesses from 2008 until 2009, and as Head of Global Business from 20082009 until 2011.  Previously, he was Managing Director, Partner and head of P&M Corporate Finance’s (an investment banking firm based in Detroit, Michigan) life sciences practice.  Prior to his tenure at P&M, Mr. Mehren worked in management positions with Gale Group, a division of The Thomson Corporation, as well as Merrill Lynch.  Mr. Mehren holds a B.A. in Political Science from the University of Arizona and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management.

Mark C. Miller has served as a Director of the Company since November 5, 2013.  He currently serves as Executive Chairman anda director of Stericycle (NASDAQ: SRCL), where he was Chief Executive Officer from 1992 to 2012 and Chairman of the Board of Directors from 2008 to 2012.2012 . Prior to joining Stericycle, Mr. Miller served as vice presidentVice President for the Pacific, Asia and Africa in the international division of Abbott Laboratories, a diversified health care company, which he joined in 1976 and where he held a number of management and marketing positions.  Mr. Miller formerly served as a director of Ventana Medical Systems, Inc., a developer and supplier of automated diagnostic systems. He received a B.S. degree in computer science from Purdue University, where he graduated Phi Beta Kappa.  Mr. Miller was selected by Morningstar, Inc. as its “2009 CEO of the Year.”

John Patience has served as a Director of the Company since June 26, 2012. Mr. Patience is also a founding partner of Crabtree Partners, a private equity investment firm. Mr. Patience served as a director of Ventana Medical Systems, Inc. from 1989 and as Vice Chairman from 1999 until Ventana’s acquisition by Roche in 2008. Mr. Patience has beenalso served as a director of Stericycle, Inc. (NASDAQ: SRCL) since 1989.its founding in 1989 until June of 2018.  Mr. Patience was previously a partner of a venture capital investment firm that provided both Ventana and Stericycle with early stage funding. Mr. Patience was also previously a partner in the consulting firm of McKinsey & Co., Inc., specializing in health care. Mr. Patience holds a B.A. in Liberal Arts and an L.L.B. from the University of Sydney, Australia, and an M.B.A. from the University of Pennsylvania’s Wharton School of Business.

Jack Schuler has served as a Director of the Company since June 26, 2012. Mr. Schuler is a founding partner of Crabtree Partners, a private equity investment firm. Mr. Schuler served as a director of Ventana Medical Systems, Inc. from 1991 and as Chairman of the Board from 1995 until Ventana’s acquisition by Roche in 2008. Mr. Schuler has been a director of Stericycle, Inc. (NASDAQ: SRCL) sincefrom March 1990 to May 2018, formerly serving as Chairman of the Board, and continues to serve as Lead Director for Stericyle.Board. Prior to joining Stericycle, Inc., Mr. Schuler held various executive positions at Abbott Laboratories from December 1972 through August 1989, most recently serving as President and Chief Operating Officer. He is currently a director of Quidel Corporation (NASDAQ: QDEL) and Medtronic, Inc. (NYSE: MDT). Mr. Schuler holds a B.S. in Mechanical Engineering from Tufts University and an M.B.A. from Stanford University.

Matthew W. Strobeck, Ph.D . Ph.D.has served as a Director of the Company since July 7, 2012.  Dr. Strobeck is currently serves as a directorthe Managing Partner of Metabolix, Inc. (NASDAQ: MBLX), an innovation-driven bioscience company focused on delivering sustainable solutions to the plastics, chemicals and energy industries.  HeBirchview Capital.  Dr. Strobeck was a Partner and Member of the Management Committee and Advisory Board of Westfield Capital Management from 2008 until 2011, having served as a member of the investment team, specializing in healthcare and life sciences, from May 2003 to June 2008.  Dr. Strobeck was a fellow in the Department of Biology at MIT from December 2001 to June 2002.  Dr. Strobeck received his B.S. from St. Lawrence University, a Ph.D. from the University of Cincinnati, a S.M. from the Harvard University/MIT Health Sciences Technology Program, and a S.M. from the MIT Sloan School of Management.

Frank J.M. ten Brinkhas served as a Director of the Company since March 6, 2013. Mr. ten Brink hascurrently serves as an executive consultant to Stericycle. Until October 2017 he was Senior Vice President of Mergers and Acquisitions at Stericycle, Inc. (NASDAQ: SRCL) where he also served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Stericycle, Inc. (NASDAQ: SRCL) sincefrom June 1997.1997 to August 2014. He has over 16 years of finance experience in high growth environments, mergers and acquisitions. Prior to joining Stericycle, he was Senior Vice President and Chief Financial Officer with Telular Corporation. Between 1991 and 1995, he was Vice President and Chief Financial Officer of Hexacomb Corporation. Mr. ten Brink studied International Business at the Netherlands School of Business and received an M.B.A. degree in Finance from the University of Oregon.

Pete Bantock

Charles Watts, M.D.has served as the Company’s Chief Commercial Officer since July 1, 2013. Prior to joininga Director of the Company Mr. Bantock was Senior Vice Presidentsince November 14, 2017. Dr. Watts has served as Chief Medical Officer at Northwestern Memorial Hospital (NMH) and General ManagerAssociate Dean for Clinical Affairs at the Feinberg School of Ventana Medical Systems’ North American Commercial Operations. Previously, he was the General Manager of Spring Bioscience, a division of Ventana.Medicine, Northwestern University from 2001 to 2011. Prior to his roletenure at Northwestern, Dr. Watts served as Chief of Clinical Affairs and Associate Dean at the University of Michigan Medical Center. He received his undergraduate and medical degrees from the University of Michigan. He has also served as Executive in Residence for Spring Bioscience, Mr. Bantock held various sales and marketing positions at Ventana Medical Systems, includingthe Health Management Academy, as an active faculty member of a nationally based Physician Leadership Program. Dr. Watts has served as a Director of MarketingProvidence Health and Head of Corporate Accounts. Mr. Bantock began his healthcare career at Abbott Labs,Services (Seattle, Washington) from 2012 to 2016 where he was managerchaired the Quality and Patient Safety Improvement Committee, and recently served as a Trustee of South African commercial operationsSwedish Health Services, Inc. until June of this year. He currently serves as a Trustee on the Institute for the Diagnostics Division, among other roles. Mr. Bantock received a B.A. degree and a Higher Diploma of Education from Rhodes University in Grahamstown, South Africa.Systems Biology Board (Seattle, Washington).

Steve Reichling has served as the Company’s Chief Financial Officer since September 10, 2012. Prior to joining the Company, Mr. Reichling served as general manager of Spring Bioscience Corp., a R&D and research products subsidiary of Roche Tissue Diagnostics. From January 2003 to December 2009, Mr. Reichling held various finance, accounting and operations leadership roles at Roche Tissue Diagnostics and Ventana Medical Systems, Inc., including director of finance and operations, manager of business development finance, and head of Internal Audit and Sarbanes Oxley Compliance. From October 2002 to January 2003, Mr. Reichling was an auditor at Ernst & Young LLP. Mr. Reichling received his B.A.B.S. in accounting and entrepreneurship from the University of ArizonaArizona.

Ron Price has served as the Company's Senior Vice President and Head of Commercial Operations, Americas since April 2015. Mr. Price has over 20 years of commercial operations experience and a proven track record of leading sales and marketing teams to achieve double-digit revenue growth and strong bottom-line performance. Prior to joining the Company, Mr. Price served as Vice President, Commercial Operations for Roche Point of Care managing all commercial responsibilities across three separate product lifecycles. In addition, Mr. Price held a number of sales, marketing, and leadership roles with Ventana Medical Systems from 2001 to 2012 following 5 years at Bayer Healthcare Diagnostics. Mr. Price holds a B.S. in Clinical Laboratory Sciences, Cytology from the University of Oklahoma.

Romney Humphries, Ph.D.has served as the Company’s Chief Scientific Officer since October 23, 2017. Prior to joining the Company, Dr. Humphries served as Assistant Professor of Laboratory Medicine and Section Chief of Clinical Microbiology at the University of California, Los Angeles. She has authored over 100 peer-reviewed journal articles on the topic of antimicrobial resistance, and has lectured globally on this topic. Dr. Humphries completed her clinical microbiology fellowship at UCLA and received her Ph.D. in bacterial pathogenesis from the University of Calgary, Canada and her B.S. in Biochemistry from the University of Lethbridge, Canada. She serves on numerous committees, including the Clinical and Laboratory Standards Institute (CLSI) Antimicrobial Susceptibility Testing Committee, the CDC’s Antimicrobial Resistance Laboratory Network advisory committee, and the College of Pathologist Microbiology Committee. She is a Certified Public Accountant.Diplomate of the American Board of Medical Microbiology.

There are no agreements or understandings for any of our executive officers or directordirectors to resign at the request of another person and no officer or director is acting on behalf of nor will any of them act at the direction of any other person.

Directors are elected to serve until their successors are duly elected and qualified.

Director Independence

The Board has affirmatively determined that Messrs. Brown, Miller, Patience, Schuler, Strobeck, and ten Brink and Watts (constituting a majority of the full Board) are “independent directors” under NASDAQ Listing Rule 5605(a)(2) and the related rules of the SEC. The Company’s independent directors conduct executive sessions at regularly scheduled meetings as required by NASDAQ Listing Rule 5605(b)(2).

Family Relationships

There are no family relationships among any of our directors and executive officers.

Board Leadership Structure

The Board does not have an express policy regarding the separation of the roles of Chief Executive Officer ("CEO") and Board Chairman, as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Currently, Lawrence Mehren serves as the Company’s Chief Executive OfficerPresident and CEO and John Patience serves as the Chairman of the Board. The Board believes that its current leadership structure best serves the objectives of the Board’s oversight of management; the ability of the Board to carry out its roles and responsibilities on behalf of the shareholders; and the Company’s overall corporate governance. The Board also believes that the current separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing the Company and leverage the experience and perspectives of the Chairman.

Board Oversight of Risk Management

The full Board has responsibility for general oversight of risks facing the Company. The Board is informed by senior management on areas of risk facing the Company and periodically conducts discussions regarding risk assessment and risk management. The Board believes that evaluating how the executive team manages the various risks confronting the Company is one of its most important areas of oversight. TheWhile the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. For example, the Audit Committee reviews and assesses the Company’s processes to manage financial reporting risk and to manage investment, tax, and other financial risks. risks, and the Compensation Committee oversees risks relating to the compensation and incentives provided to our executive officers.Finally, management periodically reports to the Board or relevant committee, which provides guidance on risk assessment and mitigation.

Section 16(A)16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Directors, executive officers and greater than 10% shareholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the Company or written representations that no Form 5s were required, the Company believes that all Section 16(a) filing requirements were timely met during the fiscal year ended December 31, 2013.2018 with the exception of one Form 4 for Mr. Mehren (reporting one transaction), two Form 4's for Mr. Reichling (reporting an aggregate of three transactions) and one Form 4 for Mr. Price (reporting one transaction).

Code of Ethics

The Company has adopted a code of ethics for its principal executive officer and senior financial officers and a code of ethics and standards of conduct that is applicable to all directors, officers and employees.employees, a copy of which is available online athttp://acceleratediagnostics.com/investors/corporate-governance/. Shareholders may also request a free copy of these documents from: ACCELERATE DIAGNOSTICS, INC., 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714, Attn: Corporate Secretary.

Director Meeting Attendance

During the year ended December 31, 2018, the Board held five meetings and took action by written consent on three occasions. During the year ended December 31, 2018, each member of the Board attended or participated in all of the meetings of the Board (held during the period for which such person has been a director) and all of the meetings held by committees of the Board on which such person served (during the periods that such person served).

The Company does not have a written policy requiring directors to attend the annual meeting, but attendance is encouraged. Last year, two of the directors attended our 2018 Annual Meeting of Shareholders.

Board Committees and Meeting Attendance

Audit Committee

The Board maintains a standing Audit Committee comprised of Mr.Messrs. ten Brink (Chairman), Mr. Schuler and Miller and Dr. Strobeck. Each member of the Audit Committee satisfies the applicable independence standards specified in Rule 5605(a)(2) of the NASDAQ Listing Rules and the related rules of the SEC and has been determined by the Board to be “financially literate” with accounting or related financial management experience. The Board has also determined that Mr. ten Brink is an “audit committee financial expert” as defined under SEC rules and regulations, and qualifies as a financially sophisticated audit committee member as required under Rule 5605(c)(2)(A) of the NASDAQ Listing Rules. The Audit Committee has a written charter, which was adopted on November 3, 2005 (when the Company’s name was “Accelr8 Technology Corporation” and the Company’s common stock was listed for trading on the AMEX Stock Market), a copy of which was attached as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on November 5, 2013.is available online athttp://acceleratediagnostics.com/investors/corporate-governance/. The Audit Committee met fourfive times during the fiscal year ended December 31, 2013.2018.

The Audit Committee is responsible primarily forCommittee's responsibilities include overseeing the qualifications, independence and performance of our independent registered public accountants;accounting firm; the services performed by our independent registered public accountants;accounting firm; evaluating the Company’s accounting policies and system of internal controls; and reviewing significant financial transactions. In carrying out this purpose, the Audit Committee maintains and facilitates free and open communication between the Board, the independent registered public accountants,accounting firm, and our management.

Currently, the

Compensation Committee

The Board does not maintainmaintains a standing Compensation Committee butcomprised of Mr. Brown (Chairman) and Drs. Watts and Strobeck. Each member of the Board intends to form a Compensation Committee comprised of independent directors and comply withsatisfies the other applicable rules set forthindependence standards specified in the NASDAQ Listing Rule 5605(d) withinRules and the compliance time frames set forth therein. Until such time as arelated rules of the SEC. All members of the Compensation Committee is constituted,also qualify as non-employee directors under Exchange Act Rule 16b-3 and as outside directors under Section 162(m) of the independent directors are carrying out the functions typically performed by aInternal Revenue Code of 1986, as amended (the “Code”).The Compensation Committee includinghas a written charter, a copy of which is available online athttp://acceleratediagnostics.com/investors/corporate-governance/. The Compensation Committee met four times during the year ended December 31, 2018.

The Compensation Committee’s responsibilities include reviewing the compensation arrangements for the Company’s executive officers, including the CEO; administering the Company’s equity compensation plans; and reviewing the compensation of the Board. In its discretion, the Compensation Committee may delegate certain of its authority and responsibilities to one or more subcommittees comprised entirely of members of the Compensation Committee.

During

Nominating and Governance Committee

The Board maintains a standing Nominating and Governance Committee comprised of Messrs. Miller (Chairman) and Schuler and Dr. Watts. Each member of the fiscalNominating and Governance Committee satisfies the applicable independence standards specified in the NASDAQ Listing Rules. The Nominating and Governance Committee has a written charter, a copy of which is available online athttp://acceleratediagnostics.com/investors/corporate-governance/. The Nominating and Governance Committee met two times during the year ended December 31, 2013,2018.

The Nominating and Governance Committee’s responsibilities include determining the qualifications, qualities, skills, and other expertise required to be a director; recommending to the criteria to be considered in selecting director nominees; identifying and screening individuals qualified to become members of the Board; making recommendations to the Board held four meetingsregarding the selection and took action by written consent on three occasions. Eachapproval of director nominees; overseeing the Company’s corporate governance policies, practices and procedures; assisting the Board in assessing director independence; and reviewing the structure and composition of Board committees and recommending to the Board, if desirable, changes in their number, responsibilities and membership.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2018 were Messrs. Brown, Strobeck, and Watts. No member of the Board attendedCompensation Committee was at any time during the past fiscal year an officer or participated in 75%employee of the Company, was formerly an officer of the Company or any of its subsidiaries, or had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K.No executive officer of the Company has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity that has one or more executive officers who served as a director of or member of the aggregate of (i) the total number of meetingsCompensation Committee of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).Company.

The Company does not have a written policy requiring directors to attend the Annual Meeting, but attendance is encouraged. In 2013, one of the directors attended our Annual Meeting of Shareholders. We presently anticipate that one director will attend the Annual Meeting this year.

Director Nominations

The independent members of the Board have nominated Messrs. Mehren, Miller, Patience, Schuler, StrobeckNominating and ten Brink, each of whomGovernance Committee is a current member ofresponsible for identifying and screening potential candidates and recommending qualified candidates to the Board for re-election at the Annual Meeting.

nomination. The BoardNominating and Governance Committee seeks to ensure that itthe Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight obligations effectively. The Board does not currently have a separate Nominating Committee because the Board does not yet believe such a committee is necessary. However, as the Company continues to grow, the Board may consider establishing a separate Nominating Committee. Currently, the independent members of the Board are responsible for identifying and appointing appropriate persons to add to the Board when necessary. In selecting Board candidates, itthe Nominating and Governance Committee’s goal is the independent directors’ goal to identify persons who it believes have appropriate expertise and experience to contribute to the oversight of a company of the Company’s nature while also reviewing other appropriate factors.

Qualificationsfactors, including those discussed below under “Qualifications of Director Nominees.”

The Board believes that each of the persons nominated for election at the Annual Meeting have the experience, qualifications, attributes and skills that, when taken as a whole, will enable the Board to satisfy its oversight responsibilities effectively. With regard to the nominees (each of whom is currently a member of our Board), the following factors were among those considered in determining that each nominee would make valuable contributions to the Board:

Board Communications with Shareholders

To date, the Board of Directors hasand the Nominating and Governance Committee have not adopted a formal procedure by which shareholders may recommend nominees to the Board. However, any shareholder who desires to submit a nomination of a person to stand for election of directors at the next annual or special meeting of the shareholders at which directors are to be elected must submit a notification of the shareholder’s intention to make a nomination (“Notification”) to the Company by the date mentioned in the most recent proxy statement under the heading “Shareholder Proposals”Proposals.” The Nominating and Governance Committee will consider director candidates recommended by shareholders in thatthe same manner in which it evaluates candidates it identified, if such recommendations are properly submitted to the Company. The notification must provide the following additional information to the Company:

Shareholder Communications with the Board

Shareholders who wish to communicate with the Board of Directors or with a particular director may do so by sending a letter to the Corporate Secretary, 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714.  The Corporate Secretary will review all correspondence and regularly forward to the Board copies of all such correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or committees thereof or that the Corporate Secretary otherwise determines requires attention.

AUDIT COMMITTEE REPORT

The Audit Committee (Committee) ofoversees the board of directors of is comprised entirely of independent directors who meet the independence requirements of the Listing Rules of the NASDAQ Stock Market and the SEC. The Committee operates pursuant to a charter that is available on the Investor Relations section of our website athttp://ir.axdx.com.

The Committee oversees financial reporting process and internal control structure of the Companyour company on behalf of our Board. Management has the board of directors. Management is responsibleprimary responsibility for the preparation, presentation, and integrity of the financial statements and the effectivenessreporting process, including the systems of The Company's internal control over financial reporting. The Company's independent auditors are responsible for expressing an opinion as to the conformity of the Company's consolidated financial statements with generally accepted accounting principles and as to the effectiveness of the Company's internal control over financial reporting. 

controls. In performingfulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements in the Company'sour Annual Report on Form 10-K for the year ended December 31, 2013. 2018 with management, including a discussion of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee has also discussedreviewed with Ernst & Young, LLP (“Ernst & Young”), our independent registered public accounting firm that was responsible for expressing an opinion on the independent auditorsconformity of those audited financial statements with generally accepted accounting principles and an opinion on our internal controls over financial reporting, its judgments about our accounting principles and the other matters required to be discussed by Auditing Standard No. 16, “Communications with the Audit Committees” issued byCommittee under generally accepted auditing standards, including the Public Company Accounting Oversight Board (PCAOB)Board’s (PCAOB) Auditing Standard No. 1301 (Communications with Audit Committees).

The Audit Committee has received from Ernst & Young the written disclosuresdisclosure and the letter from the independent auditors pursuant to therequired by applicable requirements of the PCAOB regarding the independent auditors’accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Ernst & Young their independence. The Audit Committee has considered the effect of non-audit fees on the independence of Ernst & Young and has concluded that such non-audit services are compatible with the independence of Ernst & Young.

The Audit Committee discussed with Ernst & Young the auditors their independence. overall scope and plans for its audits. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its audits and quarterly reviews, its observations regarding our internal controls, and the overall quality of our financial reporting.

Based

In reliance on the reviews and discussions referred to above, the Audit Committee unanimously recommended to the board of directorsBoard, and the Board has approved, that the audited consolidated financial statements for the year ended December 31, 2018 be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.2018 for filing with the SEC.

This report has been furnished by the members of the Audit Committee.

THEAudit Committee

Frank J.M. ten Brink, Chairman

Jack Schuler

	THE AUDIT COMMITTEE
	Frank J.M. ten Brink, Chairman
	Mark C. Miller
	Matthew W. Strobeck, Ph.D.

COMPENSATION OVERVIEW

The purpose of this Compensation Overview section is to provide material information about the Company’s compensation philosophy, objectives and other relevant policies and to explain and put into context the material elements of the disclosure that follows in this Proxy Statement with respect to the compensation of our named executive officers (“NEOs”). For the year ended December 31, 2018, our NEOs were:

Lawrence Mehren, President and Chief Executive Officer

Steve Reichling, Chief Financial Officer

Ron Price, Senior Vice President and Head of Commercial Operations, Americas

Joan Martin, Former Executive Vice President and Head of Europe, Middle East, and Africa

Determining Executive Compensation

On an ongoing basis, the Compensation Committee reviews the performance and compensation of our President and Chief Executive Officer ("CEO") and the Company’s other executive officers.

Our President and CEO provides input to the Compensation Committee regarding the performance of the other NEOs and offers recommendations regarding their compensation packages in light of such performance. The Compensation Committee is ultimately responsible, however, for determining the compensation of the NEOs, including our President and CEO.

Compensation Philosophy and Objectives

The Compensation Committee and the Board believe that the Company’s executive compensation programs for its executive officers should reflect the Company’s performance and the value created for its shareholders. In addition, we believe our executive compensation programs should support the goals and values of the Company and should reward individual contributions to the Company’s success. Specifically, the Company’s executive compensation program is intended to, among other things:

Factors Considered in Determining Compensation; Elements of Compensation

The Compensation Committee makes executive compensation decisions on the basis of total compensation, rather than on individual components of compensation. We attempt to create an integrated total compensation program structured to balance both short and long-term financial and strategic goals. Our compensation should be competitive enough to attract and retain the highest caliber executive officers. In this regard, we utilize a combination of between two to three of the following types of compensation to compensate our executive officers:

The Compensation Committee periodically reviews each executive officer’s base salary and makes appropriate recommendations to the Board. Base salaries are based on the following factors:

Performance bonuses and equity compensation are awarded based upon the recommendation of the Compensation Committee. Incentive and/or non-qualified stock options are granted under the 2012 Incentive Plan, with the exercise price of such options set at 100% of the closing price of the Company’s Common Stock on the day before the date of grant. The Compensation Committee has also granted restricted stock units (“RSUs”) under the 2012 Incentive Plan. These grants are made with a view to linking executives’ compensation to the long-term financial success of the Company and its shareholders.

Use of Benchmarking and Compensation Peer Groups

The Compensation Committee did not utilize any benchmarking measure(s) for compensation paid in 2018 and traditionally has not tied compensation directly to a specific profitability measurement, market value of the Company’s Common Stock or benchmark related to any established peer or industry group. Salary increases are based on the terms of the NEOs’ employment agreements, if applicable, and correlated with the Board’s and the Compensation Committee’s assessment of each NEO’s performance. The Company also generally seeks to increase or decrease compensation, as appropriate, based upon changes in an executive officer’s functional responsibilities within the Company. Historically, the Compensation Committee has not used outside consultants in determining the compensation of the NEOs, and no such consultants were engaged during 2018.

Role of Say-On-Pay Votes

As selected by our Shareholders at the 2013 Annual Meeting of Shareholders and approved by our Board, an advisory vote to approve the compensation of our NEOs (say-on-pay proposal) is held every three years, subject to the advisory vote to recommend the frequency of such vote as set forth in Proposal 4 for the Annual Meeting. At the 2016 Annual Meeting of Shareholders, more than 99% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee carefully considers the level of voting support from our Shareholders on our say-on-pay vote and will continue to consider the outcome of votes on say-on-pay proposals when making future compensation decisions for our NEOs.

Other Compensation Policies and Considerations; Tax Issues and Risk Management

As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code and historically, the intention of the Committee has been to compensate our NEOs in a manner that maximizes the Company’s ability to deduct compensation for federal income tax purposes.

Section 162(m) of the Code, as in effect for tax years beginning prior to December 31, 2017, provided that we could not deduct compensation of more than $1,000,000 paid in any year to the CEO or any of the three other most highly compensated officers (excluding the Chief Financial Officer (“CFO”)), unless the compensation qualified as “performance-based compensation” under Section 162(m) of the Code. Although the Compensation Committee historically considered the implications of Section 162(m) on its ability to deduct compensation, the Compensation Committee has always retained the discretion to provide compensation that is not “performance-based compensation” under Section 162(m) of the Code if it determined that providing such compensation was in the best interests of the Company and its shareholders. The Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law in December 2017, eliminated the exception for “performance-based compensation” with respect to 2018 and future years. As a result, we expect that, except to the extent that compensation is eligible for limited transition relief applicable to binding contracts in effect on November 2, 2017 and not materially modified thereafter, compensation over $1,000,000 per year paid to our Section 162(m) covered employees will be nondeductible under Section 162(m).

For the year that ended on December 31, 2018, compensation provided to our NEOs did not exceed $1,000,000 and, as a result, the Company expects to deduct all compensation expenses paid to the NEOs with the exception of incentive stock option (“ISO”) exercises that occurred in 2018, as applicable tax laws generally do not permit the Company from deducting compensation recognized by the NEOs upon the exercise of ISOs.

Section 409A of the Code imposes an additional 20% federal income tax and penalties upon employees who receive “non-qualified deferred compensation” that does not comply with Section 409A. The Compensation Committee takes into account the impact of Section 409A in designing our executive compensation plans and programs that provide for “non-qualified deferred compensation” and, as a general rule, these plans and programs are designed either to comply with the requirements of Section 409A or to qualify for an applicable exception to Section 409A so as to avoid possible adverse tax consequences that may result from failure to comply with Section 409A. We cannot, however, guarantee that the compensation will comply with the requirements of Section 409A or an applicable exception thereto.

On an annual basis, the Compensation Committee evaluates the Company’s compensation policies and practices for its employees, including the NEOs, to assess whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Based on its evaluation, the Compensation Committee has determined that the Company’s compensation policies and practices do not create such risks.

2019 Salary Waiver and Nonqualified Stock Options Grant Plan

In December 2018, the Compensation Committee approved the 2019 Salary Waiver and Nonqualified Stock Option Grant Plan (the “Sub-Plan”), which was established pursuant to the 2012 Incentive Plan. Pursuant to the Sub-Plan, eligible employees, including our executive officers, were permitted to irrevocably waive a portion of their base compensation (e.g. salary) scheduled to be paid to them in 2019 in exchange for a grant of nonqualified stock options, which were awarded January 1, 2019 under the 2012 Incentive Plan. The maximum election possible was 50% of the eligible employee’s base compensation. In accordance with the Sub-Plan, Mr. Mehren irrevocably waived $125,000 of his 2019 base compensation in exchange for 37,736 of such options, and Mr. Reichling irrevocably waived $55,000 of his 2019 base compensation in exchange for 16,604 of such options.

The number of nonqualified stock options awarded to each participant was determined by multiplying the amount of salary forfeited by four (4) and dividing such amount by the 30-day trailing average closing price of the Common Stock as of December 21, 2018, with such amount rounded to the nearest whole share. Subject to continued full-time employment, the options vested or will vest and become exercisable in equal monthly installments, on the last day of each month, over 12 months, with the first installment vesting on January 31, 2019 and the last installment vesting on December 31, 2019. Upon termination of employment for any reason other than death or disability, the vested portion of the option, if any, may generally be exercised for 90 days following termination of employment. Upon termination of employment by reason of death or disability, the vested portion of the option, if any, may generally be exercised for 12 months following termination of employment.

The Compensation Committee believes the Sub-Plan is an attractive tool for recruiting, motivating and retaining executive talent and encourages alignment with stockholders by reinforcing investment and ownership in our Company by our executives.

Cash Incentive Compensation

In 2018, Mr. Price and Mr. Martin were eligible to participate in an annual variable cash incentive compensation program which provided an opportunity to earn variable cash incentive compensation based on the performance of company revenue targets. Mr. Price’s and Mr. Martin’s target bonuses were 100% of their respective base salaries and allowed for a maximum bonus of 200% of their base salaries. No annual variable cash incentive compensation was earned by Mr. Price nor Mr. Martin in 2018 under this program as none of the performance metrics were achieved.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named personsour NEOs for services rendered in all capacities during the noted periods. The transition period from August 1, 2012 tofiscal years ended December 31, 2012 is2016, December 31, 2017 and December 31, 2018 are indicated below by “2012T”"2016," “2017” and the fiscal year that ended on July 31, 2012 is indicated below by “2012”, and the fiscal year ended December 31, 2013 is indicated below by “2013”.“2018,” respectively.

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Lawrence Mehren, our President and CEO:

For 2018, our last completed fiscal year:

Based on this information, for 2018 the ratio of the annual total compensation of Mr. Mehren to the median of the annual total compensation of all employees was 3.7 to 1.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

Grants of Plan-Based Awards

The following table sets forth information concerning grants that were made to our NEOs pursuant to the 2012 Incentive Plan with respect to option awards and the Company’s annual variable cash incentive compensation program with respect to non-equity inventive plan awards, in each case, during the year ended December 31, 2018:

Mehren Offer Letter

Mr. Mehren was appointed as the Company’s President, Chief Executive Officer and Chief Financial Officer on June 26, 2012. In his capacity as Chief Executive Officer of the Company, Mr. Mehren is paid a base salary of $300,000 per year. On April 20, 2012, Mr. Mehren, in his role as a consultant to the Company, was granted an option to purchase 2,200,000 shares of the Company’s common stock at an exercise price equal to $1.04 per share, which was equal to the closing price of the Company’s common stock on the date of grant. The option was issued pursuant to the Company’s 2004 Omnibus Stock Option Plan, as amended, and will vest according to the following schedule: 580,000 shares vested immediately upon the date of grant, 825,000 shares will vest as follows: 40% (330,000 shares) will vest on the second anniversary of the date of grant, and the remaining 60% (495,000 shares) will vest in 36 equal monthly installments (13,750 shares per month) over the subsequent 36 months, 795,000 shares will vest as follows (provided that both criteria must be satisfied):

Notwithstanding the foregoing, if Mr. Mehren’s employment is terminated for any reason other than for cause (as defined in the option award agreement), he will be entitled to exercise the then-vested portion of the option for a period of 90 days following his termination of employment (after which time any unexercised options will expire). If Mr. Mehren’s employment is terminated for cause, the Company, in its sole discretion, may provide for the immediate cancellation of the option (or any portion thereof). Any unvested portion of the option will accelerate and become immediately vested and exercisable in the event of a change of control with respect to the Company.

Mr. Reichling was appointed as the Company’s Chief Financial Officer (replacing Mr. Mehren in that role) on July 22, 2012. In his capacity as Chief Financial Officer, Mr. Reichling is paid a base salary of $170,000 per year. Mr. Reichling was also granted an option to purchase 200,000 shares of the Company’s common stock at an exercise price equal to $2.98 per share, which was equal to the closing price of the Company’s common stock on the date of grant. The option was issued pursuant to the Company’s 2004 Omnibus Stock Option Plan, as amended, and will vest as follows: 40% will vest on the second anniversary of the date of grant, and the remaining 60% will vest in 36 equal monthly installments over the subsequent 36 months. Mr. Reichling was also provided with a $70,000 budget to be used towards relocation and temporary living arrangements, with the understanding that he was required to relocate to the Tucson, Arizona area by the completion date of the Company’s relocation of its corporate headquarters.

Bantock Offer Letter

Mr. Bantock was appointed as the Company’s Chief Commercial Officer on July 1, 2013. In his capacity as Chief Commercial Officer, Mr. Bantock is paid a base salary of $237,500 per year. Mr. Bantock was also granted an option to purchase 200,000 shares of the Company’s common stock at an exercise price equal to $9.83 per share, which was equal to the closing price of the Company’s common stock on the date of grant. The option was issued pursuant to the Company’s 2012 Omnibus Equity Incentive Plan and will vest as follows: 40% will vest on the second anniversary of the date of grant, and the remaining 60% will vest in 36 equal monthly installments over the subsequent 36 months.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding option awards held by Messrs. Mehren, Bantock and Reichlingthe NEOs at December 31, 2013:2018:

Option Exercises and Stock Vested

Option Exercises

DuringThe following table sets forth information concerning option exercises and stock vested held by the fiscalNEOs during the year ended December 31, 2013, none2018:

Pension Benefits and Nonqualified Deferred Compensation Plans

The Company does not maintain any pension, nonqualified deferred compensation or similar plans.

Potential Payments Upon Termination or Change-in-Control

The Company has not entered into any salary continuation, severance or similar agreements or arrangements with any of our named executive officers exercisedNEOs. Certain option awards previously granted to Messrs. Mehren and Reichling provided for accelerated vesting upon the occurrence of certain change of control and other events. However, all such option awards have already vested as of December 31, 2018. Other than these option awards, we have no contractual or other obligation to provide severance benefits or other payments in the event of a change of control or termination of employment, although the 2012 Incentive Plan provides that the Board may, in its discretion, accelerate the vesting of awards granted thereunder in connection with a change of control.

Executive Arrangements

Mehren

Mr. Mehren was appointed as the Company’s President, CEO and CFO on June 26, 2012. In his capacity as CEO of the Company, Mr. Mehren was previously paid a base salary of $300,000 per year which was subsequently increased to $375,000 per year.

On April 20, 2012, Mr. Mehren, in his role as a consultant to the Company, was granted an option to purchase 2,200,000 shares of the Company’s Common Stock at an exercise price equal to $1.04 per share, which was equal to the closing price of the Company’s Common Stock on the date of grant. The option award is fully vested. If Mr. Mehren’s employment is terminated for any stock options.reason other than for cause (as defined in the option award agreement), he will be entitled to exercise the option for a period of 90 days following his termination of employment (after which time any unexercised options will expire). If Mr. Mehren’s employment is terminated for cause, the Company, in its sole discretion, may provide for the immediate cancellation of the option (or any portion thereof).

Compensation

Reichling

Mr. Reichling was appointed as the Company’s CFO (replacing Mr. Mehren in that role) on July 22, 2012. In his capacity as CFO, Mr. Reichling was previously paid a base salary of Directors$170,000 per year which was subsequently increased to $240,000 per year. Mr. Reichling was also granted an option to purchase 200,000 shares of the Company’s Common Stock at an exercise price equal to $2.98 per share, which was equal to the closing price of the Company’s Common Stock on the date of grant. The option award was issued pursuant to the Company’s 2004 Omnibus Stock Option Plan, as amended, and is fully vested. Mr. Reichling was also provided with a $70,000 budget to be used towards relocation and temporary living arrangements, with the understanding that he was required to relocate to the Tucson, Arizona area by the completion date of the Company’s relocation of its corporate headquarters.

Price

Mr. Price was appointed as the Company’s Senior Vice President and Head of Commercial Operations, Americas on April 6, 2015. Mr. Price is paid a base salary of $240,000 per year. Mr. Price is able to earn an annual cash bonus up to 50% of his base salary based on certain mutually agreeable performance targets. Mr. Price was granted an option to purchase 100,000 shares of the Company’s Common Stock at an exercise price equal to $22.61 per share, which was equal to the closing price of the Company’s Common Stock on the date of grant. The option was issued pursuant to the 2012 Incentive Plan with the following vesting schedule: 40% vests on the second anniversary of the date of grant, and the remaining 60% vests in 36 equal monthly installments over the subsequent 36 months.

Martin

On September 25, 2018, Mr. Martin resigned from his position as Executive Vice President and Head of Europe, Middle East, and Africa of the Company. In connection with Mr. Martin’s resignation, the Company and Mr. Martin entered into a certain Separation Agreement and General Release (the “Separation Agreement”), dated December 4, 2018. Pursuant to the Separation Agreement, the vesting of RSU awards previously awarded to Mr. Martin in the amount of 16,100 RSUs was accelerated such that the RSUs fully vested as of Mr. Martin’s separation date.

Director Compensation

Directors who are also employees of the Company (including Mr. Mehren) do not receive any separate compensation in connection with their Board service, and we do not pay cash fees to any of our directors. Our non-employee directors generally receive ana non-qualified initial stock option award upon joining the Board, which is calculated using a pre-determined formula and vests 20% per year over a five-year period, beginning on the first anniversary of the date of the director’s election to the Board. Non-employee directors also receive annual non-qualified stock option awards, in recent years under the 2012 Incentive Plan, which are calculated using a pre-determined formula and vest in 12 equal monthly installments, beginning one month after the date of grant. We reimburse directors for reasonable expenses related to their Board service.

The following table sets forth the compensation of our directors for serving as our directors for the fiscal year ended December 31, 2013:2018:

Equity Compensation Plan Information

The table set forth below presents the securities authorized for issuance with respect to compensation plans under which equity securities are authorized for issuance as of December 31, 2013:2018:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stockCommon Stock as of March 21, 201413, 2019 of (i) each named executive officerNEO and each director of the CompanyCompany; (ii) all named executive officers and directors as a groupgroup; and (iii) each person known to the Company to be the beneficial owner of more than 5% of our common stock.Common Stock. We deem shares of our common stockCommon Stock that may be acquired by an individual or group within 60 days of March 21, 2014,13, 2019, pursuant to the exercise of options or warrants or conversion of convertible securities, to be outstanding for the purpose of computing the percentage ownership of such individual or group, but these shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 41,904,52156,303,601 shares of common stockCommon Stock outstanding on March 21, 2014.13, 2019.

The information as to beneficial ownership was either (i) furnished to us by or on behalf of the persons named or (ii) determined based on a review of the beneficial owners’ Schedules 13D/G and Section 16 filings with respect to our common stock.Common Stock. Unless otherwise indicated, the business address of each person listed is c/o Accelerate Diagnostics, Inc., 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714.

_________________________

*Represents less than 1% of our issued and outstanding Common Stock.

Amount does not include shares of Common Stock potentially issuable upon conversion of an aggregate of $30 million of the Company’s 2.50% Convertible Senior Notes due 2023 (the “Convertible Notes”) purchased by the Schuler Family Foundation in March 2018. The initial conversion rate of the Convertible Notes is 32.3428 shares of Common Stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $30.92 per share), subject to adjustment under the conditions set forth in the indenture governing the Convertible Notes.The Convertible Notes purchased by the Schuler Family Foundation are potentially convertible into approximately 970,245 shares of Common Stock (based on the initial conversion price) under certain conditions, which are outside the control of Mr. Schuler. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock,or a combination thereof, at its election.

PROPOSAL NO. 1:1

ELECTION OF DIRECTORS

Nominees for Election at the 20142019 Annual Meeting of Shareholders

The Board has nominated Messrs. Brown, Mehren, Miller, Patience, Schuler, Strobeck, and ten Brink and Watts for election as directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified. If elected, each of the directors will hold office as a director until our 20152020 Annual Meeting of Shareholders.

If you sign your proxy or voting instruction card but do not give instructions with respect to the voting of directors, your shares will be voted for the nominees recommended by our Board. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card. The Board expects that the nominees will be available to serve as directors. If any nominee becomes unavailable, however, the proxy holders intend to vote for any nominee designated by the Board, unless the Board chooses to reduce the number of directors serving on the Board. If additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as to assure the election of Messrs. Brown, Mehren, Miller, Patience, Schuler, Strobeck, ten Brink and ten Brink.Watts.

Vote Required and Board Recommendation

Election of a director requires the affirmative vote of the holders of a plurality of the shares for which votes are cast at a meeting at which a quorum is present. The sixeight persons receiving the greatest number of votes will be elected as directors. Since only affirmative votes count for this purpose, a properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Broker non-votes will not be treated as votes cast, and therefore will have no effect on the outcome of the proposal. Shareholders may not cumulate votes in the election of directors.

The Board recommends that shareholders vote “FOR”FOR the election of each of Messrs. Brown, Mehren, Miller, Patience, Schuler, Strobeck, and ten Brink and Watts as directors of the Company.

PROPOSAL NO. 2:
2

AMENDMENT OF THE 2012 OMNIBUS EQUITY INCENTIVE PLAN

General

The Board adopted the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan on October 31, 2012 (the “2012 Incentive Plan”). The 2012 Incentive Plan was subsequently approved by the Company’s shareholdersShareholders at the Company’s 2012 Annual Meeting of Shareholders on December 12, 2012. The 2012 Incentive Plan provides for the grant of nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, stock grants, stock units, performance units, performance shares and performance cash awards. The 2012 Plan also allows the Committee (as described below) to grant awards that are intended to qualify for the “performance-based compensation” exception to the $1,000,000 limitation on the deduction of compensation imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Since its adoption, the 2012 Incentive Plan has been amended on one occasion.four occasions. The First Amendment was approved by the Board on March 21, 2013. The First Amendment, among other things, reflected the Company’s name change to Accelerate Diagnostics, Inc. and the transfer of the listing of our common stock (“Common Stock”)Stock from NYSE MKT LLC to the NASDAQ Capital Market. SubjectThe Second Amendment, which was approved by the Company’s Shareholders at the Company’s 2014 Annual Meeting, increased the number of shares of Common Stock reserved and available for grant under the 2012 Incentive Plan by 4,000,000 shares. The Third Amendment, which was approved by the Company’s Shareholders at the Company’s 2017 Annual Meeting, increased the number of shares of Common Stock reserved and available for grant under the 2012 Incentive Plan by 2,000,000 shares and clarified that the maximum number of shares subject to shareholder approval,option and SAR awards granted to any one participant during any 12-month period is the same numeric limit set forth in Section 4.1 of the 2012 Incentive Plan. The Fourth Amendment was approved by the Board on September 14, 2018. The Fourth Amendment, among other things, further limited a participant’s ability to transfer awards.

On February 26, 2014(the25, 2019 (the “Effective Date”), the Board adopted, subject to shareholder approval, the SecondFifth Amendment to the 2012 Incentive Plan (the “Second“Fifth Amendment”), which is described below.. If approved by the Company’s shareholders,Shareholders, the SecondFifth Amendment will increase the number of shares of Common Stock reserved and available for grant under the 2012 Incentive Plan by 4,000,0003,000,000 shares. The Board believes that the Company’s success is due to its talented workforce and that its future success partially depends on the Company’s continued ability to attract and retain talented people. The ability to grant equity awards under the 2012 Incentive Plan is a critical tool in the Company’s efforts to achieve this objective.

As of the Effective Date, allthe total number of the shares of Common Stock previously reserved andremaining available for grant under the 2012 Incentive Plan had been depleted, andwas approximately 350,000 shares. Based on estimated usage, the Company had granted stock option awardsCompensation Committee anticipates depleting the remaining shares currently available for 253,723 additional sharesgrant under the 2012 Incentive Plan by the third quarter of Common Stock which will only become exercisable if and when shareholders approve the Second Amendment.2019. In order to continue to have an appropriate supply of shares available for grant for future equity awards to recruit, hire and retain the talent required to successfully execute our business plans, the Company is asking the shareholdersShareholders to approve the SecondFifth Amendment to increase the total number of shares available for grant under the 2012 Incentive Plan by 3,000,000 shares. Depending on a variety of factors, the Compensation Committee believes that the additional 3,000,000 shares requested in the Fifth Amendment will provide the Compensation Committee with sufficient shares for our equity compensation program for approximately 2 years. If the Fifth Amendment is not approved by the Shareholders, awards will continue to 5,677,500 shares.be made under the 2012 Incentive Plan as currently in effect to the extent shares are available.

Set forth below is a summary of the principal provisions of the 2012 Incentive Plan, as amended by the First and Second Amendments.proposed Fifth Amendment. The summary is qualified by reference to the full text of the Second Amendment and the 2012 Incentive Plan, as amended by the Firstproposed Fifth Amendment, all of which areis attached to this proxy statementProxy Statement as Appendix A.

Summary of 2012 Incentive Plan Features

Purpose

The Board believes that the 2012 Incentive Plan promotes the success and enhances the value of the Company by aligning the interests of participants in the Plan with those of the Company’s shareholdersShareholders and by providing those individuals with an incentive for outstanding performance to generate significant returns for the Company’s shareholders.Shareholders. The Board also believes that the flexible terms and conditions of the 2012 Incentive Plan, which permit the grant of various forms of equity awards with a variety of terms and conditions, allow the Company to attract, retain and motivate individuals upon whose judgment, interest and effort the successful conduct of the Company’s operation is largely dependent.

Administration

The 2012 Incentive Plan is administered by the Board or, with respect to individuals subject to the requirements of Section 16 of the Exchange Act of 1934 or “covered employees” as defined in Section 162(m) of the Code, a Committee (the “Committee”) consisting of at least two (2) individuals, each of whom qualifies as: (i) a “non-employee director” as defined in Rule 16b-3(b)(3) of the General Rules and Regulations of the Exchange Act of 1934;Act; and (iii) an “outside director” as defined in Section 162(m) of the Code, in each case, as each such rule or regulation is in effect from time to time. The Committee, by majority action, is authorized to interpret the 2012 Incentive Plan, to prescribe, amend, and rescind rules and regulations relating to the 2012 Incentive Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary for the administration of the 2012 Incentive Plan, to the extent they are not contrary to express provisions of the 2012 Incentive Plan. All references in the 2012 Incentive Plan to the “Committee” shall be, as applicable, to the Board or the Committee appointed by the Board.

The Committee has the authority, without limitation, to: (i) designate participants to receive awards; (ii) determine the type or types of awards and the times when awards are to be granted; (iii) determine the number of awards to be granted and the number of shares of Common Stock to which an award will relate; (iv) determine the terms and conditions of any award, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the award, any schedule for lapse of restrictions or limitations, and accelerations or waivers thereof, based in each case on such considerations as the Committee determines; provided, however, that except in the context of a change of control (as described below under “Change of Control”), the Committee shall not have the authority to accelerate the vesting or waive the forfeiture restrictions of any Performance-Based Compensation Awards; (v) determine whether, to what extent, and in what circumstances an award may be settled in, or the exercise price of an award may be paid in, cash, Common Stock, other awards, or other property, or whether an award may be canceled, forfeited, exchanged or surrendered; (vi) prescribe the form of each award agreement, which need not be identical for each participant; (vii) decide all other matters that must be determined in connection with an award; (viii) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the 2012 Incentive Plan; (ix) amend or modify any outstanding award to the extent the terms of such award are within the power and authority of the Committee as provided under the 2012 Incentive Plan; (x) interpret the terms of, and determine any matter arising pursuant to, the 2012 Incentive Plan or any award agreement; and (xi) make all other decisions or determinations that may be required pursuant to the 2012 Incentive Plan or an award agreement as the Committee deems necessary or advisable to administer the 2012 Incentive Plan.

Pursuant to the Committee’s specific written delegation, the Company’s CEO has the authority to grant awards to individuals to expedite the hiring process and retain talented employees. The CEO does not have the authority to grant awards to any individual who is or will become upon hiring “covered employees” as defined in Section 162(m) of the Code or who is subject to Section 16 of the Exchange Act of 1934.Act.

Stock Subject to the 2012 Incentive Plan

If the SecondFifth Amendment is approved by the shareholders,Shareholders, the total number of shares of Common Stock reserved and available for grant pursuant to the 2012 Incentive Plan shall be 5,677,50010,677,500 shares. The maximum number of shares of Common Stock that may be issued as incentive stock options under the 2012 Incentive Plan is the same numeric limitation set forth in the preceding sentence. Shares delivered pursuant to the 2012 Incentive Plan may consist of authorized but unissued Common Stock, treasury stock, or Common Stock purchased on the open market. The amount of Common Stock reserved for grants pursuant to the 2012 Incentive Plan is subject to adjustment in the event of certain changes in capital structure as described below under “Adjustment Provisions.”

If any award granted under a Prior Plan terminates, expires, lapses for any reason, any Common Stock subject to or surrendered for such award will again be available for grant under the 2012 Incentive Plan. The exercise of a stock-settled SAR or broker-assisted “cashless” exercise of an option (or a portion thereof) will reduce the number of shares of Common Stock available for grant by the entire number of shares of Common Stock subject to that SAR or option (or applicable portion thereof), even though a smaller number of shares of Common Stock will be issued upon such an exercise. Common Stock tendered to pay the exercise price of an option or tendered or withheld to satisfy a tax withholding obligation arising in connection with an award will not become available for grant or sale under the 2012 Incentive Plan. Awards that are settled in cash will not be charged against the number of shares available for grant.

Eligibility

All employees, officers, directors of, and certain consultants and advisers to, the Company or its subsidiaries are eligible to participate in the 2012 Incentive Plan. As of the Effective Date, there were approximately 61287 employees, including officers, and directors eligible to participate in the 2012 Incentive Plan. Awards may also be granted to prospective employees or members of the Board subject to certain requirements.

Awards Available Under the 2012 Incentive Plan

Each of the following types of awards may be granted pursuant to the 2012 Incentive Plan:

A covered employee is only entitled to receive payment for a Performance-Based Compensation Award for any given performance period to the extent that pre-established performance goals set by the Committee for the period are satisfied. These pre-established performance goals must be based on one or more of the following performance criteria: EBITDA; EBIT; costs; operating income; net income; cash flow; operating cash flow; net cash flow; retained earnings; budget achievement; return on equity; return on assets; return on capital employed; return on invested capital; expense spending; O&M expense; gross margin; net margin; market capitalization; customer satisfaction; revenues; financial return ratios; market share; shareholder return and/or value (including but not limited to total shareholder return); operating profits (including earnings before or after income taxes, depreciation and amortization); net profits; earnings per share; earnings per share growth; profit returns and margins; Common Stock price; working capital; production cost; project milestones; economic value added; equipment performance; operating efficiency; debt; dividends; corporate governance; and health and safety (including environmental health and safety). The performance criteria may, but need not, be calculated in accordance with generally accepted accounting principles (“GAAP”) or any successor method to GAAP, including International Financial Reporting Standards. The performance criteria may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group, indices, or any other basket of companies.

With respect to any Performance-Based Compensation Award, the Committee has the discretion to select the length of the performance period (which may be one or more periods of time of varying and overlapping durations, over which the attainment of one or more performance goals will be measured), the type of Performance-Based Compensation Award to be issued, the kind and/or level of performance goal or goals and whether the performance goal or goals apply to the Company, a subsidiary or any division or business unit of any of them, or to the individual participant or any group of participants. The Committee also has the discretion to evaluate the achievement of the performance goals in a manner that includes or excludes certain events that may occur during the performance period, as described in the Plan. The Committee has the discretion to decrease the amount of compensation payable pursuant to any Performance-Based Compensation Award but may not increase the compensation payable pursuant to any Performance-Based Compensation Award. The Committee must certify in writing prior to the payment of any Performance-Based Compensation Award that the performance goals and any other material terms and conditions precedent to such payment have been satisfied.

The maximum amount of any Performance-Based Compensation Award (other than a performance cash award) that may be granted to a covered employee during any performance period is 400,000shares400,000 shares of Common Stock or the equivalent cash value. The maximum performance cash award payable for a performance period is $1,500,000.If$1,500,000. If the performance period is less than or exceeds 12 months, the dollar and share limits expressed in the preceding sentences shall be reduced or increased proportionately, as the case may be.

The Tax Act eliminated the “performance-based compensation” exception to the limitation on the deduction of compensation imposed by Section 162(m) of the Code with respect to 2018 and future years. As a result, the Company does not intend to make any Performance-Based Compensation Awards following the date of this 2019 Annual Meeting.

Restrictions

Except as described above, the Committee may impose such restrictions on any awards under the 2012 Incentive Plan as it may deem advisable, including restrictions under applicable federal securities law, under the requirements of any stock exchange upon which our Common Stock is then listed and under any blue sky or state securities law applicable to the awards.

Change of Control

If a Change of Control occurs, the Board shall have the authority and discretion, but shall not have the obligation, to provide, in an award agreement or thereafter, that all or part of outstanding awards shall become fully exercisable and all or part of the restrictions on outstanding awards shall lapse. In addition, upon, or in anticipation of, a Change of Control, the Committee may: (i) cause all outstanding awards to be canceled and terminated as of a specified date and give each participant the right to exercise such awards during a period of time as the Committee, in its sole discretion, shall determine, or (ii) cause all outstanding awards to be canceled and terminated as of a specified date in exchange for a payment or right to payment pursuant to the terms and conditions set forth in the Change of Control transaction documents. With respect to an award which the Company concludes is subject to (and not excepted from) the requirements of Section 409A, any actions taken by the Board in connection with a Change of Control shall be done in compliance with Section 409A of the Code.

Clawback of Awards

Every award issued under the 2012 Incentive Plan is subject to potential forfeiture or “clawback” to the fullest extent called for by applicable federal or state law or Company policy. By accepting an award, a participant agrees to return to the Company the full amount required by applicable law or Company policy.

Nontransferability

The Committee may, in its sole discretion, determine the right of a participant to transfer any award granted under the Plan. Unless otherwise determined by the Committee, no award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a domestic relations order in favor of a spouse (that would otherwise qualify as a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, but for the fact that the order pertains to an award),or, if applicable, until the termination of any restricted or performance period as determined by the Committee. Notwithstanding the foregoing, the Committee shall have the authority to allow a participant to transfer awards, including SARs and options, to family members.

A participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant’s death. If no beneficiary has been designated or survives the participant, payment will be made to the person entitled thereto under the participant’s will or the laws of descent and distribution. Subject to the foregoing, a participant may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Committee.

Adjustment Provisions

If there is a change in the outstanding shares of Common Stock because of a stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the Committee shall, in its sole discretion and to the extent it deems equitable and appropriate to prevent dilution or enlargement of rights, make a proportionate adjustment in: (i) the number and class of shares of Common Stock made available for grant; (ii) the number of shares of Common Stock set forth in the various numeric limits expressed in the 2012 Incentive Plan; (iii) the number and class of and/or price of shares of Common Stock, units, or other rights subject to the then-outstanding awards; (iv) the performance targets or goals appropriate to any outstanding awards (subject to such limitations as appropriate for Performance-Based Compensation Awards); or (v) any other terms of an award that are affected by the event. Notwithstanding anything in the 2012 Incentive Plan to the contrary, in the event of any such transaction or occurrence, the Committee, in its sole discretion, may provide in substitution for any or all outstanding awards such alternative consideration (including cash) as it, in good faith, may determine to be equitable under the circumstances and may require in connection therewith the surrender of all awards so replaced. Any adjustments made pursuant to the 2012 Incentive Plan’s adjustment provisions shall be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of incentive stock options, any such adjustments shall be made in a manner consistent with the requirements of Section 424(a) of the Code.

Replacement Awards

In the event of any corporate transaction in which the Company or a subsidiary acquires a corporate entity which, at the time of such transaction, maintains an equity compensation plan pursuant to which equity awards are then outstanding (the “Acquired Plan”), the Committee may make awards to assume, substitute or convert such outstanding awards in such manner as may be determined to be appropriate and equitable by the Committee. Any shares of stock authorized and available for issuance under the Acquired Plan shall, subject to adjustment as described above under “Adjustment Provisions,” be available for use in making awards under this 2012 Incentive Plan with respect to persons eligible under such Acquired Plan, by virtue of the Company’s assumption of such Acquired Plan, consistent with the NASDAQ Rules (or rules of any other exchange upon which our Common Stock is then traded), including, but not limited to, NASDAQ Rule 5635(c), including IM-5635-1, as such Rules may be amended or replaced from time to time.

Amendment, Modification and Termination of the 2012 Incentive Plan

With the approval of the Board, the Committee may, at any time and from time to time, terminate, amend or modify the 2012 Incentive Plan. Any such action of the Committee is subject to the approval of the shareholdersShareholders to the extent required by law, regulation or the rules of any exchange on which our Common Stock is then listed, quoted or traded. Except as otherwise provided in the Plan, neither the Board nor the Committee may, without the approval of shareholders:Shareholders: (i) increase the number of shares available for grant under the 2012 Incentive Plan; (ii) permit the Committee to grant options or SARs with an exercise price or base value that is below fair market value on the date of grant; (iii) permit the Committee to extend the exercise period for an option or SAR beyond ten (10) years from the date of grant; (iv) amend the 2012 Incentive Plan to permit the Committee to reprice previously granted options; or (v) amend the 2012 Incentive Plan to permit the Committee to reprice previously granted SARs.

Except as provided in the next sentence, or in connection with a change of control, no amendment, modification, or termination of the Plan or any award agreement shall in any material manner adversely affect any award previously granted under the 2012 Incentive Plan without the consent of the participant. The participant’s consent is unnecessary if the change: (i) is required by law or regulation; (ii) does not adversely affect in any material way the rights of the participant; or (iii) is required to cause the benefits under the 2012 Incentive Plan to qualify as performance-based compensation exception to the deduction limitation imposed by Section 162(m) of the Code or to comply with the provisions of Section 409A of the Code.

Except in the context of a change of control, the Committee shall not have the authority to amend an award agreement to accelerate the vesting or waive the forfeiture restrictions of any Performance-Based Compensation Awards. In addition, the Committee shall not take any other action that would cause a Performance-Based Compensation Award to fail to satisfy the requirements of the performance-based compensation exception to the deduction limitation imposed by Section 162(m) of the Code unless the Committee concludes that the deduction limitation will not become applicable or that the amendment is appropriate despite the deduction limitation imposed by Section 162(m) of the Code.

Tax Withholding

The Company will have the power to withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local withholding tax requirements on any award under the 2012 Incentive Plan. To the extent that alternative methods of withholding are available under applicable laws, the Company will have the power to choose among such methods.

Federal Income Tax Information

The following is a brief summary of certain federal income tax consequences of certain transactions under the Plan based on federal income tax laws in effect on the Effective Date. This summary is not intended to be exhaustive and does not describe state, local, or foreign income tax consequences which may also be applicable.

As a general rule, with the exception of a stock grant, a participant will not recognize taxable income with respect to any award at the time of grant. A participant will recognize income on a stock grant award at the time of grant.

Upon exercise of a nonqualified stock option, the lapse of restrictions on restricted stock, or upon the payment of SARs, restricted stock units, performance shares, performance units, performance cash awards, or stock unit awards, the participant will recognize ordinary taxable income in an amount equal to the difference between the amount paid for the award, if any, and the fair market value of our Common Stock or amount received on the date of exercise, lapse of restriction or payment. TheSubject to the deduction limitations on certain executives imposed by Section 162(m) of the Code, the Company will be entitled to a concurrent income tax deduction equal to the ordinary income recognized by the participant.

A participant who is granted an incentive stock option will not recognize taxable income at the time of exercise. However, the excess of the Common Stock’s fair market value over the option price could be subject to the alternative minimum tax in the year of exercise (assuming the Common Stock received is not subject to a substantial risk of forfeiture or is transferable). If Common Stock acquired upon exercise of an incentive stock option is held for a minimum of two (2) years from the date of grant and one year from the date of exercise, the gain or loss (in an amount equal to the difference between the sales price and the exercise price) upon disposition of the Common Stock will be treated as a long-term capital gain or loss, and the Company will not be entitled to any income tax deduction. If the holding period requirements are not met, the incentive stock option will not meet the requirements for this tax favored treatment and the tax consequences described for nonqualified stock options will apply.

Section 409A of the Code, among other things, expanded the definition of deferred compensation arrangements to include, for example, below market option and SAR grants, restricted stock units, performance shares, performance units, performance cash awards, and stock units. If awards that are subject to Section 409A fail to comply with Section 409A, a participant must include in ordinary income all deferred compensation conferred by the award, pay interest from the date of the deferral and pay an additional 20% tax. The award agreement for any award that is subject to Section 409A may include provisions necessary for compliance as determined by the Committee. The Company intends (but cannot and does not guarantee) that awards granted under the Plan will comply with the requirements of Section 409A or an exception thereto and intends to administer and interpret the Plan in such a manner.

The Patient Protection and Affordable Care Act, which became effective in 2010, introduced a new net investment income tax. Effective January 1, 2013, dividends paid to and capital gains recognized by individuals with incomes over certain threshold amounts may be subject to an additional 3.8% tax on net investment income.

Special Rules Applicable to Officers

In limited circumstances where the sale of Common Stock that is received as the result of a grant of an award could subject an officer to suit under Section 16(b) of the Exchange Act, the tax consequences to the officer may differ from the tax consequences described above. In these circumstances, unless a special election has been made, the principal difference usually will be to postpone valuation and taxation of the Common Stock received so long as the sale of the Common Stock received could subject the officer or director to suit under Section 16(b) of the Exchange Act, but not longer than six (6) months.

Tax Consequences to the Company or Its Subsidiaries

To the extent that a grantee recognizes ordinary income in the circumstances described above, subject to the $1,000,000 deduction limitation imposed on certain executives under Section 162(m) of the Code, the Company or the subsidiary for which the employee performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not subject to the $1,000,000 million deduction limit for certain executive compensation under Section 162(m) of the Code.

Plan Benefits

As of the Effective Date, 1,763,809shares of Common Stock subject to awards have been granted under the 2012 Plan. The below table provides information with respect to all equity awards granted under the 2012 Plan from adoption through the Effective Dateto the Company’s named executive officers, the executive officer group, the director group, and the non-executive officer employee group:

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Vote Required and Board Recommendation

The proposed amendment to the Company’s 2012 Omnibus Equity Incentive Plan increasing the number of shares of our common stock reserved and available for grant thereunder by 4,000,000 sharesproposal will be approved if a majority of the votes cast affirmatively or negatively at the Annual Meeting are voted in favor of the proposal, assuming a quorum is present. A properly executed proxy marked “ABSTAIN” with respect to such matterproposal. Abstentions and broker non-votes will not be voted or treated as a votevotes cast although it will be counted for purposes of determining whether a quorum is present. Accordingly, an abstention will not affect the outcome of this proposal. Brokers are not entitled to use their discretion to vote uninstructed proxies with respect toor against the proposal, and any such “broker non-votes”therefore will not be deemed a vote cast or affecthave no effect on the outcome of the proposal (assuming a quorum is present).proposal.

The Board recommends that the shareholdersShareholders vote FOR approvalProposal 2.

PROPOSAL NO. 3

ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)

Proposed Advisory Resolution of Shareholders

At the Annual Meeting, Shareholders will be given the opportunity to vote on the following advisory resolution:

RESOLVED, that the shareholders of Accelerate Diagnostics, Inc. hereby approve, on an advisory basis, the compensation of the proposedCompany’s named executive officers, as disclosed in this proxy statement, including the accompanying compensation tables and the related narrative discussion.

Background on Proposal

As required by Section 14A of the Exchange Act and in accordance with SEC rules, Shareholders are being given the opportunity to vote at the Annual Meeting on this advisory resolution regarding the compensation of our NEOs (commonly referred to as “say-on-pay”). For more information about the compensation that we paid to our NEOs during 2018, as well as a description of our overall executive compensation philosophy and program, please refer to the “Compensation Overview” and “Executive Compensation” sections of this Proxy Statement.

As selected by our Shareholders at the 2013 Annual Meeting of Shareholders and approved by our Board, the say-on-pay vote is held every three years, subject to the advisory vote to recommend the frequency of such vote as set forth in Proposal 4 for the Annual Meeting.

Effects of Advisory Vote

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our NEOs and will not be binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions.

Vote Required and Board Recommendation

The proposal will be approved if a majority of the votes cast are voted in favor of the proposal. Abstentions and broker non-votes will not be treated as votes cast for or against the proposal, and therefore will have no effect on the outcome of the proposal.

The Board recommends that the Shareholders vote FOR Proposal 3.

PROPOSAL NO. 4

ADVISORY VOTE ON FREQUENCY OF FUTURE SAY-ON-PAY VOTES

Shareholder Advisory Vote

At the Annual Meeting, Shareholders will be given the opportunity to vote on whether they prefer to have future say-on-pay votes occur:

Background on Proposal

In addition to providing our Shareholders with the opportunity to cast an advisory vote on the compensation of our NEOs (see Proposal 3), we also are seeking a non-binding, advisory vote on how frequently such say-on-pay vote should be presented to Shareholders. In accordance with SEC rules, Shareholders will have the opportunity at least every six years to recommend the frequency of future say-on-pay votes.

Shareholders may vote to recommend that future say-on-pay votes be held every year, every two years or every three years. The Board currently believes that future say-on-pay votes should occur every three years. The Board believes that holding a say-on-pay vote every three years offers the closest alignment with the Company’s approach to executive compensation and its underlying philosophy that seek to enhance the long-term growth of the Company and to attract, retain and motivate our executive officers over the long term. The Board believes a three-year cycle for the advisory vote on executive compensation will provide investors the most meaningful timing alternative by which to evaluate the effectiveness of our executive compensation strategies and their alignment with the Company’s business and results of operations. It will also minimize the administrative, compliance and other corporate expenses associated with holding say-on-pay votes more frequently (e.g., every year or every two years).

Effects of Advisory Vote

Because the vote on this proposal is advisory in nature, it will not be binding on the Board. However, the Board will consider the outcome of the vote along with other factors when making its decision about the frequency of future say-on-pay votes.

Vote Required and Board Recommendation

The option of one year, two years or three years that receives the greatest number of votes will be considered the frequency selected by our Shareholders. Abstentions and broker non-votes will not be treated as votes cast, and therefore will have no effect on the outcome of the proposal.

The Board recommends that the Shareholders vote in favor of holding future say-on-pay advisory votes every THREE years.

PROPOSAL NO. 5

AMENDMENT OF THE CERTIFICATE OF INCORPORATION

The Company’s current Certificate of Incorporation authorizes the issuance of 80,000,000 shares of the Company’s capital stock, of which 75,000,000 shares are designated as Common Stock and 5,000,000 shares are designated as preferred stock. On February 25, 2019, the Board adopted and approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) to increase the total number of authorized shares of the Company’s capital stock to 90,000,000 shares, of which 85,000,000 shares are to be designated as Common Stock and 5,000,000 shares are to be designated as preferred stock, subject to Shareholder approval. The Board has declared the proposed Charter Amendment to be advisable and in the best interests of the Company and the Shareholders and has directed that the adoption and approval of the Charter Amendment be submitted to the Shareholders for their consideration at the Annual Meeting. The text of the proposed Charter Amendment is attached hereto as Appendix B.

Purpose and Background of the Proposed Share Amendment

As of March 13, 2019, there were approximately 56,303,601 shares of Common Stock issued and outstanding, which does not include approximately: 9,214,831 shares of Common Stock issuable upon the exercise of outstanding options to purchase Common Stock; 30,000 shares of restricted Common Stock awards which have not yet vested; 479,733 shares of Common Stock reserved for future issuance under the 2012 Omnibus Equity Incentive Plan increasingInventive Plan; 426,975 shares of Common Stock reserved for future issuance under our 2016 Employee Stock Purchase Plan; and 5,546,790 shares of Common Stock reserved for issuance upon conversion of the Convertible Notes. Based upon our issued and reserved shares of Common Stock, there are approximately 2,998,070 million shares of Common Stock available for issuance in the future for other corporate purposes.

The purpose of the proposed Charter Amendment is to allow the Company to have a sufficient number of shares of authorized and unissued Common Stock for issuance in connection with such corporate purposes as may, from time to time, be considered advisable by the Board. Having such shares available for issuance in the future will give the Company greater flexibility and will allow the shares to be issued from time to time as determined by the Board and, unless otherwise required by NASDAQ rules or other applicable rules and regulations, without the expense and delay of a special stockholders’ meeting to approve the additional authorized capital stock. The corporate purposes for which the Company may issue common stock reservedcould include, without limitation, issuances in connection with stock splits or stock dividends, issuances in connection with future acquisitions, issuances pursuant to equity awards granted under current or future equity compensation plans and availableissuances in connection with equity financings. There are currently no commitments or understandings with respect to the issuance of any of the additional shares of Common Stock that would be authorized by the proposed Charter Amendment.

Effect of Proposed Charter Amendment

The issuance of additional shares of Common Stock in the future may have the effect of diluting earnings or loss per share, as well as the ownership and voting rights of the holders of our then-outstanding Common Stock. In addition, while the increase in the authorized number of shares of Common Stock is not designed to deter or prevent a change of control, under some circumstances we could use the additional authorized shares to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of the Company by, for grant thereunderexample, issuing those shares in private placements to purchasers who might side with our Board in opposing a hostile takeover bid. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in our authorized shares of Common Stock be used as a type of anti-takeover device.

Rights of Additional Authorized Shares

Any authorized shares of Common Stock, if and when issued, would be part of our existing class of Common Stock and would have the same rights and privileges as the shares of Common Stock then-outstanding. The holders of Common Stock have no preemptive rights to subscribe for or purchase any additional shares of Common Stock that may be issued in the future.

Implementing the Proposed Charter Amendment

If approved by 4,000,000 shares.the Shareholders at the Annual Meeting, the proposed Charter Amendment will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which filing is expected to occur promptly after the Annual Meeting.

Vote Required and Board Recommendation

Pursuant to applicable Delaware law, approval of the Charter Amendment requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock. Abstentions and broker non-votes will have the same effect as a vote cast against the proposal.

The Board recommends that the Shareholders vote FOR Proposal 5.

PROPOSAL NO. 3:6
Ratification of Ernst
RATIFICATION OF ERNST & YoungYOUNG LLP as Our Independent Public AccountantsAS OUR INDEPENDENT PUBLIC ACCOUNTANTS

Audit Committee Appointment – Ernst & Young LLP

Our Audit Committee, pursuant to authority granted to it by the Board, has selected Ernst & Young LLP as the Company’s independent registered public accountantsaccounting firm to examine our annual consolidated financial statements for the fiscal year ending December 31, 2014.2019. The Board is submitting this proposal to the vote of the shareholdersShareholders in order to ratify the Audit Committee’s selection. If shareholdersShareholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will reconsider its selection of our independent registered public accountantsaccounting firm for fiscal 2014,2019, although the Audit Committee will be under no obligation to change its selection. Ernst & Young LLP has been our independent registered public accounting firm since July 1, 2013.

Change in Independent Public Accountants

On July 1, 2013, the Audit Committee dismissed Comiskey & Company, P.C. (“Comiskey”) as its independent registered public accounting firm and approved the engagement of Ernst & Young LLP to replace Comiskey as its independent registered public accounting firm for the fiscal year ending December 31, 2013.

The reports issued by Comiskey with respect to the Company’s financial statements for (i) the fiscal years ended July 31, 2011 and July 31, 2012, respectively, and (ii) the transition period that began on August 1, 2012 and ended on December 31, 2012, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended July 31, 2011 and July 31, 2012, respectively, and the transition period that ended on December 31, 2012 (and the subsequent interim period preceding Comiskey’s dismissal), there were no disagreements between the Company and Comiskey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Comiskey, would have caused Comiskey to make reference to the matter.

During the Company’s fiscal years ended July 31, 2011 and July 31, 2012, respectively, and the transition period that ended on December 31, 2012 (and the subsequent interim period preceding the Company’s engagement of Ernst & Young LLP), neither the Company nor anyone on its behalf consulted Ernst & Young LLP regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.

As required by Item 304(a)(3) of Regulation S-K, the Company furnished a copy of the above disclosures to Comiskey and requested that Comiskey furnish the Company with a letter addressed to the SEC stating whether Comiskey agrees with the above statements. A copy of Comiskey’s letter to the SEC, dated July 1, 2013, was filed as Exhibit 16.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 2, 2013.

Fees Billed by Ernst & Young, LLP and Comiskey & Company, P.C.

Audit Fees

Fees and related expenses for the fiscal year ended December 31, 2013 audit by Ernst & Young, LLP of our annual financial statements, its review of the financial statements included in our quarterly reports and other services that were provided in connection with statutory and regulatory filings totaled approximately $146,000. Fees and related expenses$1.0 million for audits relating to the five-month periodyear ended December 31, 20122018 and $1.1 million for the fiscal yearsyear ended JulyDecember 31, 2012 and July2017. Audit fees for the year ended December 31, 2011, respectively, by Comiskey & Company, P.C. of our annual financial statements, its review2018 also included amounts related to the delivery of the financial statements included incomfort letter associated with our quarterly reportsconvertible debt offering and other services that are provided in connectionprocedures associated with statutory and regulatory filings totaled approximately $34,257, $38,000, $36,200, respectively. Feesour adoption of the new lease standard, ASC 842. Audit fees for the fiscal yearsyear ended JulyDecember 31, 20122017, also included billings for the issuance of consentsamounts related to the delivery of the comfort letter associated with our filingstock offering and procedures associated with our adoption of registration statements during the fiscal year ended July 31, 2012.new revenue recognition standard, ASC 606.

Audit-Related Fees

During the fiscal yearyears ended December 31, 20132018 and 2017, Ernst & Young, LLP did not bill us for any audit-related fees.

Tax Fees

During the transition periodyears ended December 31, 20122018 and the fiscal years ended July 31, 2012 and July 31, 2011, respectively, Comiskey2017, Ernst & Company, P.C.Young, LLP did not bill us for any audit-related fees.tax-related professional services.

TaxAll Other Fees

During the fiscal yearyears ended December 31, 20132018 and 2017, Ernst & Young, LLP billed us $9,400 for tax-related professional services.

During the transition period ended December 31, 2012$2,495 and the fiscal years ended July 31, 2012 and July 31, 2011,$1,725, respectively, Comiskey & Company, P.C. did not bill us for any tax-related professional services.

All Other Fees

During the fiscal year ended December 31, 2013 Ernst & Young, LLP billed us $9,100 for other professional services.services, which includes a subscription to accounting-related reference information.

During the transition period ended December 31, 2012 and the fiscal years ended July 31, 2012 and July 31, 2011, respectively, Comiskey & Company, P.C. did not bill us for any other professional services.

Policy on Audit Committee Pre-Approval of Fees

The Audit Committee must pre-approve all services to be performed for us by our independent auditors.registered public accounting firm. Pre-approval is granted usually at regularly scheduled meetings of the Audit Committee. If unanticipated items arise between regularly scheduled meetings of the Audit Committee, the Audit Committee has delegated authority to the chairman of the Audit Committee to pre-approve services, in which case the chairman communicates such pre-approval to the full Audit Committee at its next meeting. The Audit Committee also may approve the additional unanticipated services by either convening a special meeting or acting by unanimous written consent. During the fiscal yearyears ended December 31, 20132018 and 2017, all services billed by Ernst & Young, LLP were pre-approved by the Audit Committee in accordance with this policy. During the transition period ended December 31, 2012 and the fiscal years ended July 31, 2012 and 2011, all services billed by Comiskey & Company, P.C. were pre-approved by the Audit Committee in accordance with this policy.

Attendance at Annual Meeting

Representatives of Ernst & Young LLP and Comiskey & Company, P.C. are not expected to be present at the Annual Meeting.

Vote Required and Board Recommendation

The ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent public accountants for the fiscal year ending December 31, 2014proposal will be approved if a majority of the votes cast affirmatively or negatively at the Annual Meeting are voted in favor of the proposal. Abstentions and broker non-votes will not be treated as votes cast for or against the proposal, assuming a quorum is present. A properly executed proxy marked “ABSTAIN”and therefore will have no effect on the outcome of the proposal.

The Board recommends that the Shareholders vote FOR Proposal 6.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has established policies and other procedures regarding approval of transactions between the Company and any employee, officer, director, and certain of their family members and other related persons. These policies and procedures are generally not in writing, but are evidenced by long standing principles adhered to by our Board. The disinterested members of the Board review, approve and ratify transactions that involve “related persons” and potential conflicts of interest. Related persons must disclose to the disinterested members of the Board any potential related person transactions and must disclose all material facts with respect to such matter will not be voted or treated as a vote cast, although ittransaction. All such transactions will be counted for purposesreviewed by the disinterested members of the Board and, in their discretion, approved or ratified. In determining whether to approve or ratify a quorum is present. Accordingly, an abstention will not affectrelated person transaction the outcome of this proposal. Brokers are entitled to use their discretion to vote uninstructed proxies with respect to ratification of our independent public accountants.

The Board recommends a vote “FOR” ratificationdisinterested members of the Audit Committee’s appointmentBoard will consider the relevant facts and circumstances of Ernst & Young LLPthe transaction, which may include factors such as our independent public accountants for fiscal 2014.the relationship of the related person with the Company, the materiality or significance of the transaction to the Company and the related person, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to the Company on an arms-length basis, and the impact of the transaction on the Company’s business and operations.

RELATED PARTY TRANSACTIONS

On July 12, 2013,Since the beginning of fiscal 2017, the Company filed a prospectus relating to a rights offering pursuantdid not have any transactions to which it distributed,has been a participant that involved amounts that exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at no chargeyear-end for the last two completed fiscal years, and in which any of the Company’s directors, executive officers or any other “related person” as defined in Item 404(a) of Regulation S-K had or will have a direct or indirect material interest, other than:

The Schuler Family Foundation purchased an aggregate of $30 million of the Standby Purchase Agreement,Convertible Notes in the Standby Purchaser was ownedoffering on the same terms as those under which other investors purchased the Convertible Notes, although no discount or commission in respect of such notes purchased by among other individuals and entities, Lawrence Mehren, John Patience, Jackthe Schuler and Matthew W. Strobeck, each of whom was a director of the Company. Messrs. Mehren and Patience also served as managers of the Standby Purchaser. No fees or other considerationFamily Foundation were paid by the Company to the Standby Purchaser in exchange for its commitment underInitial Purchasers. The Convertible Notes purchased by the Standby Purchase Agreement.

Following the completionSchuler Family Foundation constitute part of the Rights Offering,same series as the Company issued a total of 413,090 shares of common stockother Convertible Notes sold in the offering, including with respect to the Jack W. Schuler Living Trust, a trust controlled by Mr. Schuler (as assignee of the Standby Purchaser’svoting rights under the Standby Purchase Agreement), forindenture governing the Convertible Notes. Jack Schuler, a total cash purchasemember of our Board, is the President of the Schuler Family Foundation.

The Convertible Notes bear interest at a rate of 2.50% per year, payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2018. The Convertible Notes will mature on March 15, 2023, unless earlier repurchased by the Company or converted pursuant to their terms. The initial conversion rate of the Convertible Notes is 32.3428 shares of Common Stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of $3,321,243.60.approximately $30.92 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock,or a combination thereof, at its election.

As of March 13, 2019, the Schuler Family Foundation continued to hold an aggregate of $30 million of the Convertible Notes. For the year ended December 31, 2018, interest on the Convertible Notes in the aggregate amount of $350,000 was paid to the Schuler Family Foundation.

The above related-party transactions were approved or ratified by the disinterested members of the Board.

ANNUAL REPORT

A copy of our combined Annual Report to Shareholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as amended, will be mailed to the shareholders of record as of April 1, 2014 together with the mailing of this Proxy Statement. An additional copy may be obtained fromhttps://materials.proxyvote.com/00430H,, or will be furnished, without charge, to beneficial shareholders or shareholders of record as of the record date upon request in writing to the Company, Accelerate Diagnostics, Inc., 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714 or by telephone to (520) 365-3100.

HOUSEHOLDING

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single set of these proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources.

Accordingly, Shareholders who share an address may receive only one copy of this proxy statement and the Annual Report unless contrary instructions are received. We will deliver promptly a separate copy of such proxy materials to any Shareholder who resides at a shared address and to which a single copy of the documents was delivered, if the Shareholder makes a request by contacting our Corporate Secretary at 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714, or by telephone at (520) 365-3100. If you wish to receive separate copies of proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive a single copy for your household, you should contact your broker, bank or other agent if your shares are held in street name. Alternatively, if you are a record holder of our Common Stock, you may contact Broadridge Financial Solutions Inc. either by calling toll-free at 1-800-542-1061, or by writing Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

SHAREHOLDER PROPOSALS

If any shareholderShareholder of the Company intends to present a proposal for consideration at the 2015 Annual Meeting of Shareholders and desires to have sucha proposal included in the Proxy StatementCompany’s 2020 proxy statement and form of proxy distributed by the Board pursuant to and in compliance with respect to such meeting,Rule 14a-8 under the Exchange Act, such proposal must be received at the Company’s offices, 3950 South Country Club Road, Suite 470, Tucson, Arizona 85714, Attention: Corporate Secretary, not later than December[•], 2019. However, in the event that the Company holds its 2020 Annual Meeting of Shareholders more than 30 days before or 30 days after the one-year anniversary date of 2019 Annual Meeting of Shareholders, the Company will disclose the new deadline by which shareholder proposals must be received under Item 5 of the Company’s earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform Shareholders.

Proposals to be presented at the 2020 Annual Meeting of Shareholders that are not intended for inclusion in the proxy statement, including director nominations, must be received by the Company by February 13, 2014. Proposals received after such date, including with respect2020 to the nomination of directors, will not be considered timely.

timely under Rule 14a-4(c)(1) under the Exchange Act.  Any proxies solicited by the Board for the 2020 Annual Meeting of Shareholders may confer discretionary authority to vote on any proposals for which notice is not timely received. For each matter that you wish to bring before the meeting, provideplease send the following information:information to the address above:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON FRIDAY, MAY 29, 201410, 2019:

This Proxy Statement

The proxy statement for the Annual Meeting and ourthe combined Annual Report to Shareholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as amended,2018 are available via the Internet athttps://materials.proxyvote.com/00430H.

OTHER MATTERS

We know of no other matters to be submitted for consideration by the shareholdersShareholders at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxy card to vote the shares they represent as the Board may recommend.

It is important that your shares be represented at the meeting, regardless of the number of shares which you hold. You are therefore urged to execute and return, at your earliest convenience, the accompanying proxy card in the postage-prepaid envelope enclosed. You may also submit your proxy over the Internet or by telephone. For specific instructions, please refer to the information provided with your proxy card.

 By order of the Board of Directors,

/s/ Lawrence Mehren

Lawrence Mehren

President and Chief Executive Officer

APPENDIX A

ACCELERATE DIAGNOSTICS, INC.
2012 OMNIBUS EQUITY INCENTIVE PLAN

(as amended by the First Amendment to the Accelr8 Technology Corporation
2012 Omnibus Equity Incentive Plan)