Hologic (HOLX) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM8-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 14, 2018

HOLOGIC, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-36214	04-2902449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on March 14, 2018. Of the 276,427,534 shares outstanding and entitled to vote, 256,589,374 shares were represented at the meeting, constituting a quorum of 92.82%.

All nominees were elected to the Board for aone-year term.

In addition to electing directors, the stockholders:

• provided advisory approval of the Company’s executive compensation(“say-on-pay”);

• approved the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan; and

• ratified the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending September 29, 2018.

The results of the votes for each of these proposals were as follows:

Proposal 1.     Election of Directors

Nominees	For		Withhold		Broker Non-Votes
Stephen P. MacMillan		240,722,627		4,264,885		11,601,862
Sally W. Crawford		241,599,086		3,388,426		11,601,862
Charles J. Dockendorff		243,639,346		1,348,166		11,601,862
Scott T. Garrett		242,382,079		2,605,433		11,601,862
Namal Nawana		244,487,028		500,484		11,601,862
Christiana Stamoulis		244,347,455		640,057		11,601,862
Amy M. Wendell		244,467,479		520,033		11,601,862

Proposal 2.     Advisory approval of the Company’s executive compensation

For:	Against:	Abstain:	Broker Non-Votes:
180,879,670	63,869,387	238,455	11,601,862

Proposal 3. Approval of the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan

For:	Against:	Abstain:	Broker Non-Votes:
237,475,038	7,301,578	210,896	11,601,862

Proposal 4. Ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending September 29, 2018

For:	Against:	Abstain:
253,636,435	2,622,004	330,935

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan

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.

Date: March 15, 2018	HOLOGIC, INC.
	By:	/s/ John M. Griffin
		John M. Griffin
		General Counsel