Date of Report (Date of earliest event reported) March 10, 2022
______________________
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 10, 2022. Of the 251,302,942 shares outstanding and entitled to vote, 225,698,086 shares were represented at the meeting, constituting a quorum of 89.81%.
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 24, 2022.
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
189,480,263
24,214,632
1,336,655
10,666,536
Sally W. Crawford
196,906,479
17,449,075
675,996
10,666,536
Charles J. Dockendorff
203,501,682
11,426,301
103,567
10,666,536
Scott T. Garrett
197,709,145
17,224,009
98,396
10,666,536
Ludwig N. Hantson
202,928,373
12,002,599
100,578
10,666,536
Namal Nawana
207,243,605
7,668,112
119,833
10,666,536
Christiana Stamoulis
213,217,806
1,716,772
96,972
10,666,536
Amy M. Wendell
211,681,139
3,251,403
99,008
10,666,536
Proposal 2. Advisory approval of the Company’s executive compensation
For
Against
Abstain
Broker
Non-Votes
150,939,075
63,245,865
846,610
10,666,536
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 24, 2022
For
Against
Abstain
217,520,963
8,083,219
93,904
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.