Exact Sciences Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EXAS
Medical Specialities
Health Care
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 12, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2025, the shareholders of Exact Sciences Corporation (the “Company”) approved the adoption of the Company’s 2025 Omnibus Long-Term Incentive Plan (the “2025 Omnibus Plan”) at the 2025 Annual Meeting of Shareholders of the Company (the “2025 Annual Meeting”). A description of the terms and conditions of the 2025 Omnibus Plan is set forth in the Company’s Proxy Statement for the 2025 Annual Meeting, as filed with the Securities and Exchange Commission on April 29, 2025 (the “2025 Proxy Statement”) under the heading “Proposal 4 – Approval of the 2025 Omnibus Long-Term Incentive Plan,” which such description is incorporated by reference herein.
Additionally, at the 2025 Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2010 Employee Stock Purchase Plan (as amended and restated on July 31, 2024) (the “Stock Purchase Plan”). A description of the terms and conditions of the Stock Purchase Plan, as amended by the Amendment, is set forth in the 2025 Proxy Statement under the heading “Proposal 5 – Amendment to the 2010 Employee Stock Purchase Plan (as amended and restated on July 31, 2024)”, which such description is incorporated by reference herein.
These summaries of the 2025 Omnibus Plan and the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the 2025 Omnibus Plan and the Amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2025, the Company held its 2025 Annual Meeting. The certified results of the matters voted upon at the 2025 Annual Meeting, which are more fully described in the 2025 Proxy Statement, are as follows:
The Company’s shareholders elected the seven nominees to the Company’s Board of Directors, each to serve for a one-year term expiring at the Company’s 2026 annual meeting (each to serve until his or her successor is elected and qualified or until his or her earlier death, resignation or removal), with the votes cast as follows:
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Michael Barber | 148,719,201 | 1,637,072 | 81,547 | 20,245,017 | ||||||||||||||||||||||
| Paul Clancy | 144,697,347 | 5,662,119 | 78,354 | 20,245,017 | ||||||||||||||||||||||
| Daniel Levangie | 147,043,069 | 3,320,750 | 74,001 | 20,245,017 | ||||||||||||||||||||||
Kevin Conroy | 146,003,613 | 3,963,765 | 470,442 | 20,245,017 | ||||||||||||||||||||||
Shacey Petrovic | 144,820,162 | 5,544,465 | 73,193 | 20,245,017 | ||||||||||||||||||||||
Kimberly Popovits | 148,693,171 | 1,670,512 | 74,137 | 20,245,017 | ||||||||||||||||||||||
Katherine Zanotti | 145,127,526 | 5,238,675 | 71,619 | 20,245,017 | ||||||||||||||||||||||
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for 2025, with votes cast as follows:
| For | Against | Abstain | ||||||||||||
| 169,769,642 | 456,507 | 456,688 | ||||||||||||
The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, with votes cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 140,371,292 | 9,625,458 | 441,070 | 20,245,017 | |||||||||||||||||
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The Company’s shareholders approved the Company’s 2025 Omnibus Long-Term Incentive Plan, with votes cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 144,174,691 | 5,954,333 | 308,796 | 20,245,017 | |||||||||||||||||
The Company’s shareholders approved the Amendment to Company’s Amended and Restated 2010 Employee Stock Purchase Plan (as amended and restated on July 31, 2024), with votes cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 148,722,010 | 1,608,444 | 107,366 | 20,245,017 | |||||||||||||||||
The Company’s shareholders did not approve a stockholder proposal concerning the adoption of a director election resignation governance policy, with votes cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 44,298,527 | 105,715,825 | 423,468 | 20,245,017 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
Exhibits
The exhibits required to be filed as a part of this Current Report on Form 8-K are listed below and incorporated herein by reference:
| Exhibit No. | Exhibit Description | |||||||
Exact Sciences Corporation 2025 Omnibus Long-Term Incentive Plan | ||||||||
Amendment to the Amended and Restated Exact Sciences Corporation Employee Stock Purchase Plan (as amended and restated on July 31, 2024) | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
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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.
| EXACT SCIENCES CORPORATION | ||||||||
Date: June 16, 2025 | By: | /s/ Aaron Bloomer | ||||||
| Aaron Bloomer | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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