Date of Report (Date of earliest event reported) March 11, 2021
______________________
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________
Delaware
(State or Other Jurisdiction of Incorporation)
1-36214
04-2902449
(Commission File Number)
(I.R.S. Employer Identification No.)
250 Campus Drive,
Marlborough,
MA
01752
(Address of Principal Executive Offices)
(Zip Code)
(508)263-2900
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
______________________
Securities registered pursuant to Section 12(b) of the Act.
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value
HOLX
The NASDAQ Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on March 11, 2021. Of the 257,661,792 shares outstanding and entitled to vote, 234,042,549 shares were represented at the meeting, constituting a quorum of 90.83%
All eight director nominees were elected to the Board for a one-year term.
In addition to electing directors, the stockholders:
a.provided advisory approval of the Company’s executive compensation (“say-on-pay”); and
b.ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 25, 2021.
The results of the votes for each of these proposals were as follows:
Proposal 1. Election of Directors
Nominees
For
Against
Abstain
Broker Non-Votes
Stephen P. MacMillan
204,838,081
17,590,121
1,984,460
9,629,887
Sally W. Crawford
210,906,233
13,383,640
122,789
9,629,887
Charles J. Dockendorff
218,787,401
5,492,734
132,527
9,629,887
Scott T. Garrett
215,759,071
8,521,741
131,850
9,629,887
Ludwig N. Hantson
219,959,953
4,318,798
133,911
9,629,887
Namal Nawana
219,887,382
4,396,261
129,019
9,629,887
Christiana Stamoulis
223,409,260
878,493
124,909
9,629,887
Amy M. Wendell
223,443,273
843,104
126,285
9,629,887
Proposal 2. Advisory approval of the Company’s executive compensation
For
Against
Abstain
Broker
Non-Votes
154,538,680
69,327,387
546,595
9,629,887
Proposal 3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending September 25, 2021
For
Against
Abstain
230,067,012
3,833,890
141,647
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.