Item 2.02 Results of Operations and Financial Condition.

On February 6, 2013, Genomic Health, Inc. issued a press release announcing financial results for its fourth fiscal quarter and year ended December 31, 2012. The full text of the press release is furnished as Exhibit 99.1.

Item 8.01 Other Events.

The Company's 2013 Annual Meeting of Stockholders will be held on June 6, 2013 at such place and time as will be set forth in the Company's proxy statement relating to that meeting. A stockholder proposal not included in the proxy statement for the Company's 2013 Annual Meeting of Stockholders will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company's Bylaws. For the 2013 Annual Meeting of Stockholders, to be timely, the Company's Bylaws provide that the Secretary of the Company must have received the stockholder's notice not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year's annual meeting. For the Company's 2013 Annual Meeting of Stockholders, stockholders must have submitted written notice to the Secretary in accordance with the foregoing Bylaw provisions not earlier than February 7, 2013 nor later than March 9, 2013.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 99.1 Press release issued by Genomic Health, Inc. dated February 6, 2013.

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