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): January 25, 2022
EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-35092 | | 02-0478229 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
5505 Endeavor Lane
Madison, WI 53719
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (608) 284-5700
Not Applicable
(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, $0.01 par value per share | | EXAS | | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 25, 2022, the Board of Directors of Exact Sciences Corporation (the “Company”) approved the Company’s Sixth Amended and Restated By-Laws (the “Sixth Amended and Restated By-Laws”), effective immediately. The Sixth Amended and Restated By-Laws amend and restate in their entirety the Company’s by-laws to, among other things, amend Article 1, Section 10 to implement a proxy access bylaw. Article I, Section 1.10B of the Sixth Amended and Restated By-Laws permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials directors constituting up to the greater of two individuals or 20% of the board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article I, Section 1.10B.
The Sixth Amended and Restated By-Laws also contain conforming, clarifying and updating changes to supplement the Company’s proxy access by-law, as well as certain other non-substantive updates and revisions.
The foregoing summary of the amendments to the by-laws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sixth Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
9.01. Financial Statements and Exhibits.
Exhibits
The exhibits furnished as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.
| | | | | | | | |
| Exhibit No. | | Exhibit Description |
| | | |
| | Sixth Amended and Restated By-Laws of Exact Sciences Corporation, dated January 25, 2022 |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | | | | | | | |
| | EXACT SCIENCES CORPORATION |
| | | |
| Date: January 28, 2022 | By: | /s/ Jeffrey T. Elliott |
| | | Jeffrey T. Elliott |
| | | Executive Vice President, Chief Financial Officer and Chief Operating Officer |
