Current Report Filing (8-k)
March 15 2018 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 14, 2018
HOLOGIC, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-36214
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04-2902449
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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250 Campus Drive, Marlborough, MA
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01752
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(Address of principal executive offices)
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(Zip Code)
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(508)
263-2900
(Registrants telephone number, including area code)
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Rule
12b-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
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Submission of Matters to a Vote of Security Holders.
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The Companys 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 a
one-year
term.
In addition to electing directors, the stockholders:
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provided advisory approval of the Companys executive compensation
(say-on-pay);
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approved the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan; and
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ratified the selection of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending September 29, 2018.
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The results of the votes for each of these proposals were as follows:
Proposal
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1. Election of Directors
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Nominees
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For
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Withhold
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Broker Non-Votes
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Stephen P. MacMillan
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240,722,627
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4,264,885
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11,601,862
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Sally W. Crawford
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241,599,086
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3,388,426
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11,601,862
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Charles J. Dockendorff
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243,639,346
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1,348,166
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11,601,862
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Scott T. Garrett
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242,382,079
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2,605,433
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11,601,862
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Namal Nawana
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244,487,028
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500,484
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11,601,862
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Christiana Stamoulis
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244,347,455
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640,057
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11,601,862
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Amy M. Wendell
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244,467,479
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520,033
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11,601,862
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Proposal
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2. Advisory approval of the Companys executive compensation
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For:
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Against:
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Abstain:
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Broker
Non-Votes:
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180,879,670
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63,869,387
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238,455
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11,601,862
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Proposal 3.
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Approval of the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan
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For:
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Against:
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Abstain:
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Broker
Non-Votes:
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237,475,038
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7,301,578
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210,896
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11,601,862
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Proposal 4.
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Ratification of the selection of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending September 29, 2018
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For:
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Against:
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Abstain:
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253,636,435
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2,622,004
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330,935
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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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Date: March 15, 2018
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HOLOGIC, INC.
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By:
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/s/ John M. Griffin
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John M. Griffin
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General Counsel
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