Myriad Genetics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$MYGN
Biotechnology: In Vitro & In Vivo Diagnostic Substances
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 5, 2025
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ITEM 5.02 Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As reported below in Item 5.07, Myriad Genetics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company's stockholders approved an amendment to the Company's 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”), which increased the aggregate number of shares of common stock available for the grant of awards under the 2017 Plan by an additional 6.5 million shares.
Additionally, on June 5, 2025, the Board of Directors (the “Board”) of the Company approved an amendment to Section 4(c)(i) of the 2017 Plan to increase the cap on the number of shares to be issued in any fiscal year from 500,000 shares to 574,040 shares of common stock.
A summary of the material terms of the 2017 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 9, 2025. A copy of the 2017 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07 Submissions of Matters to a Vote of Security Holders
On June 5, 2025, Company held its Annual Meeting. Of the 92,171,423 shares of Company common stock outstanding as of the record date of April 8, 2025, a quorum of 82,230,185 shares, or approximately 89.21% of the outstanding shares of Company common stock, was present via webcast or represented by proxy.
The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter.
Proposal No. 1: Election of Directors
| Votes | Votes | Votes | Broker | ||||||||||||||||||||||||||||||||
| For | Against | Abstained | Non-Votes | ||||||||||||||||||||||||||||||||
Samraat S. Raha | 73,401,449 | 258,083 | 23,526 | 8,547,127 | |||||||||||||||||||||||||||||||
Heiner Dreismann, PH.D. | 69,560,417 | 4,098,163 | 24,478 | 8,547,127 | |||||||||||||||||||||||||||||||
Colleen F. Reitan | 69,922,952 | 3,732,650 | 27,456 | 8,547,127 | |||||||||||||||||||||||||||||||
Each of Samraat S. Raha, Heiner Dreismann, PH.D., and Colleen F. Reitan was elected to serve as a director of the Company for a term expiring at the 2028 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement or removal.
Proposal No. 2: Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025
| Votes | Votes | Votes | |||||||||||||||||||||
| For | Against | Abstained | |||||||||||||||||||||
| 78,614,062 | 3,591,463 | 24,660 | |||||||||||||||||||||
The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, was approved by stockholders.
Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers, as Disclosed in the Proxy Statement
| Votes | Votes | Votes | Broker | ||||||||||||||||||||||||||||||||||||||
| For | Against | Abstained | Non-Votes | ||||||||||||||||||||||||||||||||||||||
| 67,755,156 | 5,847,659 | 80,243 | 8,547,127 | ||||||||||||||||||||||||||||||||||||||
The advisory vote to approve the compensation of the Company's named executive officers, as disclosed in the proxy statement, was approved by stockholders.
Proposal No. 4: Approval of a Proposed Amendment to the 2017 Plan to Replenish the Share Pool for Equity Incentive Grants
| Votes | Votes | Votes | Broker | ||||||||||||||||||||||||||||||||||||||
| For | Against | Abstained | Non-Votes | ||||||||||||||||||||||||||||||||||||||
| 69,476,724 | 4,175,785 | 30,549 | 8,547,127 | ||||||||||||||||||||||||||||||||||||||
The stockholders voted to approve the proposed amendment to the 2017 Plan to increase the aggregate number of shares of common stock available for the grant of awards under the 2017 Plan by an additional 6.5 million shares.
ITEM 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
10.1+ | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
(+) Management contract or compensatory plan arrangement
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.
| MYRIAD GENETICS, INC. | ||||||||
Date: June 5, 2025 | By: | /s/ Scott J. Leffler | ||||||
| Scott J. Leffler | ||||||||
| Chief Financial Officer | ||||||||