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) March 7, 2024
______________________
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 (§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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on March 7, 2024. Of the 234,720,600 shares outstanding and entitled to vote, 211,047,550 shares were represented at the meeting, constituting a quorum of 89.91%.
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”); and
•ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 28, 2024.
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 | | 177,575,745 | | 21,294,210 | | 829,038 | | 11,348,557 |
| Sally W. Crawford | | 180,158,513 | | 19,384,835 | | 155,645 | | 11,348,557 |
| Charles J. Dockendorff | | 191,011,111 | | 8,522,734 | | 165,148 | | 11,348,557 |
| Scott T. Garrett | | 178,093,029 | | 21,440,116 | | 165,848 | | 11,348,557 |
| Ludwig N. Hantson | | 189,737,186 | | 9,785,642 | | 176,165 | | 11,348,557 |
| Nanaz Mohtashami | | 198,338,456 | | 1,193,866 | | 166,671 | | 11,348,557 |
| Christiana Stamoulis | | 192,273,518 | | 7,258,211 | | 167,264 | | 11,348,557 |
| Stacey D. Stewart | | 196,452,418 | | 3,075,078 | | 171,497 | | 11,348,557 |
| Amy M. Wendell | | 196,463,887 | | 3,069,052 | | 166,054 | | 11,348,557 |
Proposal 2. Advisory approval of the Company’s executive compensation
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker
Non-Votes |
| 157,469,578 | | 42,018,967 | | 210,448 | | 11,348,557 |
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 28, 2024
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 198,092,169 | | 12,721,966 | | 233,415 |
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.
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| Date: March 12, 2024 | | HOLOGIC, INC. |
| | |
| | By: | | /s/ Mark W. Irving |
| | | | Mark W. Irving Vice President and Secretary |
