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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):  June 13, 2024
 
EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware 001-35092 02-0478229
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
 
5505 Endeavor Lane
Madison, WI  53719
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s telephone number, including area code:  (608) 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:
 
☐            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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareEXASThe 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 ☐
 
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 June 13, 2024, Exact Sciences Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). The certified results of the matters voted upon at the 2024 Annual Meeting, which are more fully described in the Proxy Statement for the 2024 Annual Meeting as filed with the Securities and Exchange Commission on April 25, 2024, are as follows:

The Company’s shareholders elected the three nominees to the Company’s Board of Directors to serve for one-year terms as Class III directors, with the votes cast as follows:

Director NameForAgainstAbstainBroker Non-Votes
Michael Barber142,793,585 1,061,255 105,667 19,803,304 
Paul Clancy139,186,510 4,681,316 92,681 19,803,304 
Daniel Levangie138,989,098 4,875,822 95,587 19,803,304 

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for 2024, with votes cast as follows:

ForAgainstAbstain
163,094,605 440,055 229,151 

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

ForAgainstAbstainBroker Non-Votes
131,505,677 12,170,551 284,279 19,803,304 

Item 9.01.                    Financial Statements and Exhibits.

Exhibits

The exhibits required to be filed as a part of this Current Report on Form 8-K are listed below and incorporated herein by reference:

Exhibit No. Exhibit Description
   
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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.
 
 EXACT SCIENCES CORPORATION
   
Date: June 17, 2024By:/s/ Aaron Bloomer
  Aaron Bloomer
  Executive Vice President and Chief Financial Officer
3
v3.24.1.1.u2
Cover Page
Jun. 13, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 13, 2024
Entity Registrant Name EXACT SCIENCES CORPORATION
Entity Central Index Key 0001124140
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-35092
Entity Tax Identification Number 02-0478229
Entity Address, Address Line One 5505 Endeavor Lane
Entity Address, City or Town Madison
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53719
City Area Code 608
Local Phone Number 284-5700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol EXAS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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