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EXACT Sciences Corporation – ‘8-K’ for 3/3/21

On:  Wednesday, 3/3/21, at 5:04pm ET   ·   For:  3/3/21   ·   Accession #:  1124140-21-35   ·   File #:  1-35092

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/03/21  EXACT Sciences Corporation        8-K:5,8,9   3/03/21   13:367K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     28K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    106K 
 9: R1          Cover Page                                          HTML     48K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- exas-20210303_htm                   XML     22K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- exas-20210303_cal               XML      7K 
 5: EX-101.DEF  XBRL Definitions -- exas-20210303_def                XML      9K 
 6: EX-101.LAB  XBRL Labels -- exas-20210303_lab                     XML     70K 
 7: EX-101.PRE  XBRL Presentations -- exas-20210303_pre              XML     35K 
 3: EX-101.SCH  XBRL Schema -- exas-20210303                         XSD     11K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
13: ZIP         XBRL Zipped Folder -- 0001124140-21-000035-xbrl      Zip     35K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:  C: 
 i 0001124140 i 12/31 i false00011241402021-03-032021-03-03

Washington, D.C. 20549
FORM  i 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):   i March 3, 2021
(Exact Name of Registrant as Specified in Charter)
 i Delaware  i 001-35092  i 02-0478229
(State or Other Jurisdiction
of Incorporation)
File Number)
 (I.R.S. Employer
Identification No.)
 i 5505 Endeavor Lane
 i Madison,  i WI   i 53719
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code:  ( i 608)  i 284-5700
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 classTrading Symbol(s)Name of each exchange on which registered
 i Common Stock, $0.01 par value per share i EXAS i The 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.

5.03                    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.
8.01                    Other 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 under the heading “Investor Relations – Corporate Governance and Sustainability.”

9.01                     Financial Statements and Exhibits.
The exhibits to this Current Report on Form 8-K are listed below and incorporated herein by reference.
Exhibit No. Exhibit Description
 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).


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: March 3, 2021By:/s/ Jeffrey T. Elliott
  Jeffrey T. Elliott
  Chief Financial Officer


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:3/3/21None on these Dates
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Filing Submission 0001124140-21-000035   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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