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) December 6, 2024
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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001-36214
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04-2902449
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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250 Campus Drive, Marlborough, Massachusetts
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01752
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(Address of Principal Executive Offices)
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(Zip Code)
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(508) 263-2900
(Registrant’s Telephone Number, Including Area Code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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HOLX
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 6, 2024, the Board of Directors (the “Board”) of Hologic, Inc. (the “Company”), upon the recommendation of the Company’s Nominating
and Corporate Governance Committee, increased the size of the Board from nine to ten directors and appointed Martin Madaus as a director of the Company, effective December 6, 2024. Dr. Madaus currently serves as an Operating Executive at the
Carlyle Group, a global investment firm.
Dr. Madaus, who will stand for election by stockholders at the Company’s 2025 Annual Meeting of Stockholders, has been appointed to serve on the
Company’s Compensation Committee and Nominating and Corporate Governance Committee, effective December 6, 2024. As a non-employee director of the Company, he will receive compensation as described in the “Director Compensation” section of the
Company’s most recent definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on January 18, 2024. Dr. Madaus is also expected to enter into the Company’s customary indemnification agreement
for directors, in substantially the form filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on March 6, 2009.
There are no arrangements or understandings between Dr. Madaus and any other persons pursuant to which Dr. Madaus was selected as a director. Dr.
Madaus has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the election of Dr. Madaus is filed with this Current Report on Form 8-K as
Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Description
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Press Release dated December 9, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Date: December 9, 2024
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HOLOGIC, INC.
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By:
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/s/ John M. Griffin
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John M. Griffin
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General Counsel
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