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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 13, 2024
EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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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:
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 13, 2024, Exact Sciences Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). The certified results of the matters voted upon at the 2024 Annual Meeting, which are more fully described in the Proxy Statement for the 2024 Annual Meeting as filed with the Securities and Exchange Commission on April 25, 2024, are as follows:
The Company’s shareholders elected the three nominees to the Company’s Board of Directors to serve for one-year terms as Class III directors, with the votes cast as follows:
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Director Name | | For | | Against | | Abstain | | Broker Non-Votes |
Michael Barber | | 142,793,585 | | | 1,061,255 | | | 105,667 | | | 19,803,304 | |
Paul Clancy | | 139,186,510 | | | 4,681,316 | | | 92,681 | | | 19,803,304 | |
Daniel Levangie | | 138,989,098 | | | 4,875,822 | | | 95,587 | | | 19,803,304 | |
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for 2024, with votes cast as follows:
| | | | | | | | | | | | | | |
For | | Against | | Abstain |
163,094,605 | | | 440,055 | | | 229,151 | |
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 |
131,505,677 | | | 12,170,551 | | | 284,279 | | | 19,803,304 | |
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:
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Exhibit No. | | Exhibit Description |
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104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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| EXACT SCIENCES CORPORATION |
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Date: June 17, 2024 | By: | /s/ Aaron Bloomer |
| | Aaron Bloomer |
| | Executive Vice President and Chief Financial Officer |