February 11, 2020
To Our Stockholders:
On March 5, 2020, we will be holding
our 2020 Annual Meeting of Stockholders (the Annual Meeting). A number of proposals will be presented for your consideration and approval at the Annual Meeting, all of which are described in detail in our proxy statement, which has been
made available to you and filed with the U.S. Securities and Exchange Commission (the SEC). We encourage you to read the proxy statement in its entirety for detailed information regarding all of the proposals.
Clarification
Since filing our proxy statement, we have
received a question regarding actions taken by our Compensation Committee in response to decreased support for our 2019 say-on-pay proposal, and specifically, what
changes to our executive compensation program have been made in response to the 2019 say-on-pay vote.
In our proxy statement, we describe our extensive shareholder outreach and provide details regarding the feedback we received from eight of our ten largest
investors last fall. In these outreach discussions, all of the investors with whom we spoke supported our overall executive compensation program design. The only concerns expressed by any of these large investors related to the one-time CEO retention equity grant made in December 2017, and, in particular, the size of the grant. Despite these concerns raised by some investors, most of them supported the grant, understanding the unique
nature of the situation.
Based on these investor outreach discussions as well as the evolution of our executive compensation programs, as described in
the proxy statement, we believe that the decrease in say-on-pay approval in 2018 and 2019 was primarily, if not entirely, related to the
one-time CEO retention equity grant. While we have described the circumstances leading to the grant and the reasoning for it in great detail in our 2018 and 2019 proxy statements, we are filing these materials
to clarify the Boards position with respect to the one-time nature of this CEO retention equity grant. While they continue to believe that the one-time CEO
retention equity grant was warranted under the unique circumstances in 2017, the independent members of the Board and the Compensation Committee have determined that no additional special retention equity grants will be made to Mr. MacMillan,
regardless of circumstance.
As our largest investors have expressed support for the overall design of our executive compensation program, a program that
the Compensation Committee believes is in the best interests of the Company and its shareholders, the Committee has not made significant changes to the overall design of our executive compensation program.
As we strive for compensation practices that are appropriate for Hologic and support long-term stockholder value, we continue to seek out and appreciate
feedback from our stockholders.
We ask that you vote FOR the Companys say-on-pay proposal (Proposal 2), and we thank you for your consideration and continued support.