Form 8-K - Current report

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): May 14, 2024

QUIDELORTHO CORPORATION

(Exact name of Registrant as specified in its Charter)


Delaware	001-41409	87-4496285
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9975 Summers Ridge Road, San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 552-1100

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐ 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:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	QDEL	The Nasdaq Stock Market


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 May 14, 2024, QuidelOrtho Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following are the final voting results on proposals considered and voted upon at the Annual Meeting, all of which are described in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 2, 2024 (the “Proxy Statement”).

Proposal No. 1

The Company's stockholders elected ten individuals to the Company's Board of Directors (the “Board”) as set forth below:


Name	Votes For	Votes Withheld	Broker Non-Votes
Kenneth F. Buechler, Ph.D.	55,493,739	3,467,830	4,262,897
Evelyn S. Dilsaver	56,374,796	2,586,773	4,262,897
Edward L. Michael	56,059,355	2,902,214	4,262,897
Mary Lake Polan, M.D., Ph.D., M.P.H.	55,797,245	3,164,324	4,262,897
James R. Prutow	56,160,513	2,801,056	4,262,897
Ann D. Rhoads	55,550,591	3,410,978	4,262,897
Robert R. Schmidt	56,104,590	2,856,979	4,262,897
Matthew W. Strobeck, Ph.D.	56,372,260	2,589,309	4,262,897
Kenneth J. Widder, M.D.	53,622,971	5,338,598	4,262,897
Joseph D. Wilkins Jr.	55,630,405	3,331,164	4,262,897

Proposal No. 2

The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers by the votes set forth in the table below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
54,888,387	3,194,023	879,159	4,262,897

Proposal No. 3

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2024 fiscal year by the votes set forth in the table below:


Votes For	Votes Against	Abstentions
61,334,670	1,022,808	866,988

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: May 17, 2024





QUIDELORTHO CORPORATION

By:			/s/ Michelle A. Hodges
Name:			Michelle A. Hodges
Its:			Secretary

Document and Entity Information Document	May 14, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41409
Entity Tax Identification Number	87-4496285
Entity Address, Address Line One	9975 Summers Ridge Road
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	552-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	QDEL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001906324
Amendment Flag	false
Entity Registrant Name	QUIDELORTHO CORP