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) June 20, 2019
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HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
(State or Other Jurisdiction of Incorporation)
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| | |
| 1-36214 | | 04-2902449 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| | |
| 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)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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| | |
| 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:
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| ☐ | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 20, 2019, the Board of Directors of Hologic, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws to implement proxy access bylaw provisions and to make other non-material changes. The proxy access bylaw provisions permit a shareholder, or a group of up to twenty shareholders, who have held three percent or more of the Company’s stock for at least three years, to nominate and include in the Company’s annual proxy materials director nominees constituting the greater of twenty percent or two members of the Company’s Board of Directors, provided that the shareholders and nominees satisfy the requirements specified in the Company’s Bylaws.
The above description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the Company’s Seventh Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.
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: June 24, 2019 | | HOLOGIC, INC. |
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| | | By: | | /s/ Patricia K. Dolan
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| | | | | Patricia K. Dolan Vice President and Secretary |
EXHIBIT INDEX
Exhibit No. Exhibit Name_______________________________________________
