UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 8, 2022
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-36214
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04-2902449
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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250 Campus Drive,
Marlborough, Massachusetts
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01752
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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| Common Stock, $.01 par value |
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HOLX
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The Nasdaq Stock Market LLC
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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.
On December 8, 2022, the Board of Directors of Hologic, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate
Governance Committee, increased the size of the Board from eight to nine directors and appointed Stacey D. Stewart as a director of the Company, effective January 2, 2023. Ms. Stewart is the President and Chief Executive Officer of March of Dimes
Inc.
Ms. Stewart, who will stand for election by stockholders at the Company’s 2023 Annual Meeting of Stockholders, has been appointed to
serve on the Company’s Audit and Finance Committee, effective January 2, 2023. As a non-employee director of the Company, she will receive compensation as described in the “Director Compensation” section of the Company’s most recent definitive
proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on January 20, 2022. Ms. Stewart is also expected to enter into the Company’s customary indemnification agreement for directors, in substantially
the form filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on March 6, 2009.
A copy of the Company’s press release announcing the election of Ms. Stewart is filed with this Current Report on Form 8-K as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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.
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Date: December 9, 2022
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HOLOGIC, INC.
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By:
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/s/ John M. Griffin
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John M. Griffin
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General Counsel
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