Date of Report (Date of earliest event reported) March 9, 2023
______________________
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, Massachusetts
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)
______________________
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))
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
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Material Amendment to Compensatory Plan. As described below under Item 5.07, on March 9, 2023, stockholders of Hologic, Inc. (the “Company”) approved amending and restating the Company’s:
•2008 Equity Incentive Plan (the “Plan”) to increase the number of shares authorized for future issuance under the Plan by 6,500,000. A copy of the Plan, as amended, is filed as Exhibit 10.1 hereto; and
•2012 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares authorized for future issuance under the ESPP by 3,000,000 shares. A copy of the ESPP, as amended, is filed as Exhibit 10.2 hereto.
Each of the amended and restated Plan and ESPP became effective March 9, 2023 upon stockholder approval and each is further described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on January 19, 2023 (the “2023 Proxy Statement”), which description is incorporated by reference herein. The above and incorporated is qualified in its entirety by reference to each of the Plan and ESPP, which are included as appendices to the Company's 2023 Proxy Statement, and incorporated herein by reference as Exhibit 10.1 and 10.2 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on March 9, 2023. Of the 246,551,026 shares outstanding and entitled to vote, 226,585,758 shares were represented at the meeting, constituting a quorum of 91.90%.
All nine director nominees were elected to the Board for a one-year term.
In addition to electing directors, the stockholders:
•provided advisory approval of the Company’s executive compensation (“say-on-pay”);
•provided advisory approval of an annual say-on-pay vote;
•approved the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan;
•approved the Hologic, Inc. Amended and Restated 2012 Employee Stock Purchase Plan; and
•ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
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
195,105,471
21,285,306
1,390,734
8,804,247
Sally W. Crawford
193,525,095
24,095,562
160,854
8,804,247
Charles J. Dockendorff
210,430,218
7,183,430
167,863
8,804,247
Scott T. Garrett
204,624,161
12,991,429
165,921
8,804,247
Ludwig N. Hantson
209,691,885
7,923,353
166,273
8,804,247
Namal Nawana
209,693,606
7,918,327
169,578
8,804,247
Christiana Stamoulis
213,368,373
4,253,688
159,450
8,804,247
Stacey D. Stewart
217,194,740
424,017
162,754
8,804,247
Amy M. Wendell
216,412,567
1,209,692
159,252
8,804,247
Proposal 2. Advisory approval of the Company’s executive compensation
For
Against
Abstain
Broker Non-Votes
167,512,931
49,838,936
429,644
8,804,247
Proposal 3. Advisory approval of the frequency of future advisory votes to approve executive compensation
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
213,647,054
165,804
3,808,625
160,028
8,804,247
In light of these voting results and other factors considered by the Board, the Board has determined that the Company will include a stockholder vote on executive compensation in its proxy materials every year until the next required vote on the frequency of stockholder votes on executive compensation.
Proposal 4. Approval of the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan
For
Against
Abstain
Broker Non-Votes
197,761,863
19,812,356
207,292
8,804,247
Proposal 5. Approval of the Hologic, Inc. Amended and Restated 2012 Employee Stock Purchase Plan
For
Against
Abstain
Broker Non-Votes
217,185,475
449,480
146,556
8,804,247
Proposal 6. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending September 30, 2023
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.