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EXAS > SEC Filings for EXAS > Form 8-K on 24-Jul-2014All Recent SEC Filings

Show all filings for EXACT SCIENCES CORP

Form 8-K for EXACT SCIENCES CORP


24-Jul-2014

Change in Directors or Principal Officers, Amendments to Articles of Inc. or


Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2014, the stockholders of Exact Sciences Corporation (the "Company") approved an amendment to the Company's 2010 Employee Stock Purchase Plan (the "Stock Purchase Plan Amendment") increasing the number of shares reserved for issuance thereunder by 500,000 shares. A description of the terms and conditions of the Stock Purchase Plan Amendment is set forth in the Company's Proxy Statement for the 2014 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on June 20, 2014 (the "2014 Proxy Statement") under the heading "Proposal 3-Amendment to the 2010 Employee Stock Purchase Plan", which such description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Stock Purchase Plan Amendment set forth in Appendix A to the 2014 Proxy Statement, which is also incorporated by reference herein.



Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On July 24, 2014, the Company filed with the Delaware Secretary of State an amendment to the Company's Certificate of Incorporation (the "Certificate of Amendment") increasing the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares. The Certificate of Amendment was approved by the Company's stockholders on July 24, 2014. A description of the terms and conditions of the Certificate of Amendment is set forth in the 2014 Proxy Statement under the heading "Proposal 4-Amendment to the Certificate of Incorporation", which such description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Certificate of Amendment set forth in Appendix B to the 2014 Proxy Statement, which is also incorporated by reference herein.




Item 5.07 Submission of Matters to a Vote of Security
Holders.

On July 24, 2014, the Company held its 2014 Annual Meeting of Stockholders. The certified results of the matters voted upon at the meeting, which are more fully described in the 2014 Proxy Statement, are as follows:

The Company's stockholders elected the three nominees to the Company's Board of Directors to serve for three year terms as Class II directors, with the votes cast as follows:

                                               Broker Non-
Director Name           For        Withheld       Votes
Maneesh K. Arora     51,735,257    1,605,041    21,407,007
James E. Doyle       52,940,054      400,244    21,407,007
Lionel N. Sterling   38,738,730   14,601,568    21,407,007

The Company's stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers, with votes cast as follows:

                                   Broker Non-
   For        Against    Abstain      Votes
51,144,314   1,439,448   756,536    21,407,007

The Company's stockholders approved the Stock Purchase Plan Amendment, with votes cast as follows:

                                 Broker Non-
   For       Against   Abstain      Votes
52,437,517   832,656    70,125    21,407,007

The Company's stockholders approved the Certificate of Amendment, with votes cast as follows:

For Against Abstain
66,968,687 7,561,891 216,724

The Company's stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2014, with votes cast as follows:

For Against Abstain
73,609,704 606,696 530,903


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