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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 20, 2026, Exact Sciences Corporation, a Delaware corporation (“Exact”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), among Exact, Abbott Laboratories, an Illinois corporation (“Parent”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for, among other things and subject to the conditions contained in the Merger Agreement, the merger of Merger Sub with and into Exact (the “Merger”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Parent.
As of the close of business on January 9, 2026, the record date for the Special Meeting (the “Record Date”), there were 190,810,202 shares of Exact common stock outstanding and entitled to vote at the Special Meeting. Each share of Exact common stock outstanding as of the close of business on the Record Date was entitled to one vote on each matter voted on at the Special Meeting. At the Special Meeting, the holders of record of 128,906,310 shares, or 67.56%, of Exact common stock entitled to vote at the Special Meeting (thus holding a majority of the votes entitled to be cast at the Special Meeting) were present in person or by proxy, constituting a quorum for the purpose of conducting business at the Special Meeting.
At the Special Meeting, the following proposals were considered: a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”); a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Exact’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). For more information on each of these proposals, see Exact’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 9, 2026. The final voting results for each proposal at the Special Meeting are as follows:
| 1. | Merger Agreement Proposal |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 128,431,562 |
386,941 |
87,807 |
0 |
| 2. | Compensation Proposal |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 42,290,727 |
85,655,344 |
960,239 |
0 |
| 3. | Adjournment Proposal |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 123,806,529 |
4,845,599 |
254,182 |
0 |
Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.
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: February 20, 2026 | Exact Sciences Corporation | |||||
| By: | /s/ James Herriott | |||||
| James Herriott | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||