EXACT SCIENCES CORPORATION (NASDAQ:EXAS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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EXACT SCIENCES CORPORATION (NASDAQ:EXAS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July27, 2017, the stockholders of Exact Sciences Corporation (the “Company”) approved an amendment to the Company’s 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective April28, 2015) (the “Omnibus Plan Amendment”). A description of the terms and conditions of the Omnibus Plan Amendment is set forth in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on April28, 2017 (the “2017 Proxy Statement”) under the heading “Proposal 4 – Approval of First Amendment to 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective April28, 2015)”, which such description is incorporated by reference herein. This summary is qualified in its entirety by the full text of the Omnibus Plan Amendment set forth in Appendix A to the 2017 Proxy Statement, which is also incorporated by reference herein.

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

Annual Meeting Results

On July27, 2017, the Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). The certified results of the matters voted upon at the meeting, which are more fully described in the 2017 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 ClassII directors, with the votes cast as follows:

DirectorName

For

Withheld

BrokerNon- Votes

Maneesh K. Arora

48,941,434

22,185,389

28,390,983

James E. Doyle

51,884,349

19,242,474

28,390,983

Lionel N. Sterling

53,228,332

17,898,491

28,390,983

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

For

Against

Abstain

BrokerNon- Votes

62,050,806

8,835,770

240,246

28,390,985

The Company’s stockholders recommended, on an advisory basis, that future advisory votes on executive compensation be held every year, with votes cast as follows:

EveryYear

EveryTwoYears

EveryThreeYears

Abstain

BrokerNon- Votes

62,456,169

643,869

7,892,916

133,822

28,390,985

The Company’s stockholders approved the Omnibus Plan Amendment, with votes cast as follows:

For

Against

Abstain

BrokerNon- Votes

62,260,864

8,554,726

311,232

28,390,985

The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2017, with votes cast as follows:

For

Against

Abstain

98,542,166

490,255

485,386

Frequency of Future Advisory Votes on Named Executive Officer Compensation

A non-binding, advisory vote was taken at the Annual Meeting on the frequency of our future advisory votes regarding named executive officer compensation. A majority of the votes cast at the Annual Meeting were in favor of holding advisory votes regarding named executive officer compensation every year. After considering the preference of the Company’s stockholders and other factors, our Board of Directors determined on July27, 2017, that we will hold a non-binding, advisory vote on the compensation paid to our named executive officers every year until the next advisory vote regarding the frequency of such advisory votes on named executive officer compensation is submitted to stockholders.


About EXACT SCIENCES CORPORATION (NASDAQ:EXAS)

Exact Sciences Corporation is a molecular diagnostics company focused on the early detection and prevention of some forms of cancer. The Company’s product pipeline includes Lung Cancer Nodules, Pancreatic Cancer Screening, Esophageal Cancer Screening, Lung Cancer Pipeline, Pancreatic Cancer Pipeline and Esophageal Cancer Pipeline. It has developed a non invasive screening test called Cologuard for the early detection of colorectal cancer and pre-cancer. Its Cologuard test is a non invasive stool based deoxyribonucleic acid (DNA) screening test designed to detect DNA markers. In addition to DNA markers, its test includes a protein marker to detect blood in the stool, utilizing an antibody based fecal immunochemical test. The United States Food and Drug Administration (FDA) approved Cologuard for use as sDNA non-invasive colorectal cancer screening test. Cologuard is available through healthcare providers. It also focused on developing its pipeline for future products and services.