Current Report — Form 8-K Filing Table of Contents
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(Address of Principal Executive Offices)(Zip Code)
Registrant’s
telephone number, including area code: (i608) i284-5700
Not Applicable
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
Stock, $0.01 par value per share
iEXAS
iThe Nasdaq Stock Market LLC
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 i☐
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. ☐
On
March 3, 2021, the Board of Directors of Exact Sciences Corporation (the “Company”) approved the Company’s Fifth Amended and Restated By-Laws (the “Fifth Amended and Restated By-Laws”), effective immediately. The Fifth Amended and Restated By-Laws amend and restate in their entirety the Company’s by-laws to, among other things, amend Article 1, Section 9 to provide for a majority
voting standard in uncontested director elections. The Fifth Amended and Restated By-Laws provide that a director nominee will be elected by a majority of the votes cast in the election of such director, requiring that the number of votes cast “for” a director nominee exceed the number of votes cast “against” that director nominee. A plurality voting standard remains applicable to any contested election. Provisions establishing a majority voting standard for directors were previously set forth in the Company’s Corporate Governance Guidelines.
The foregoing summary of the Fifth Amended and Restated By-Laws does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Fifth Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
8.01Other Events
Also on March 3, 2021, in connection with the approval of the Fifth Amended and Restated By-Laws,
the Board of Directors of the Company adopted amendments to the Company’s Corporate Governance Guidelines. The amendments to the Corporate Governance Guidelines provide additional procedural detail with respect to an incumbent director who fails to receive the required number of votes for re-election in accordance with the Fifth Amended and Restated By-Laws, including that such director must, within five days following certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Corporate Governance and Nominating Committee and the Board, subject to the procedures set forth in the Corporate Governance Guidelines.
The
complete Corporate Governance Guidelines, as amended, are available on the Company’s website at www.exactsciences.com under the heading “Investor Relations – Corporate Governance and Sustainability.”
Fifth
Amended and Restated By-Laws of Exact Sciences Corporation, dated March 3, 2021
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
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.
