EXACT SCIENCES CORPORATION (NASDAQ:EXAS) Files An 8-K Entry into a Material Definitive Agreement

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EXACT SCIENCES CORPORATION (NASDAQ:EXAS) Files An 8-K Entry into a Material Definitive Agreement

EXACT SCIENCES CORPORATION (NASDAQ:EXAS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On July 25, 2019, the stockholders of Exact Sciences Corporation (the “Company”) approved the Company’s 2019 Omnibus Long-Term Incentive Plan (the “2019 Plan”).  A description of the terms and conditions of the 2019 Plan is set forth in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) as filed with the Securities and Exchange Commission on April 30, 2019 (the “2019 Proxy Statement”) under the heading “Proposal 4 – Approval of Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan”, which such description is incorporated by reference herein.  This summary is qualified in its entirety by the full text of the 2019 Plan set forth in Appendix A to the 2019 Proxy Statement, which is also incorporated by reference herein.

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

Resignation and Appointment of Directors

On July 24, 2019, Mr. David A. Thompson submitted his resignation as a Class II member of the Company’s Board of Directors (“Board”).

On July 25, 2019, the Board appointed Mr. Andrew Slavitt as a Class I member of the Board and Mr. Pierre Jacquet as a Class III member of the Board. Mr. Jacquet will serve on the Board’s Audit and Finance Committee and Innovation, Technology and Pipeline Committee.

Mr. Jacquet, age 52, is a Managing Director and Global Head of L.E.K. Consulting’s Healthcare practice. He has served as in a variety of leadership roles for L.E.K., including the firm’s Global Leadership Team, the Americas management committee and various partner operating committees since 2001.

Mr. Jacquet has spent more than two decades focused on corporate strategy consulting, merger and acquisition advisory services, and value management both domestically and internationally. A former physician, he worked with Arthur D. Little from 1998 to 2000 as a manager of its pharmaceutical practice and performed business development for Genzyme in 1997. During his medical career, he was a Fellow at the Washington Cancer Institute from 1993 to 1996, where he authored over 40 publications and presentations. Mr. Jacquet has served on the Advisory Board of Life Science Cares since 2017.

Mr. Jacquet earned a Master of Business Administration from the Darden Graduate School at the University of Virginia in 1998 and was awarded a Doctor of Medicine with high distinction in 1991 and a Doctor of Philosophy in biomedical sciences in 1996 from the University of Liège in Belgium.

Mr. Slavitt, age 52, is the founder and General Partner of Town Hall Ventures, which invests in healthcare innovations in vulnerable communities, a position he has held since 2018. Prior to that he served as the Acting Administrator for the Centers for Medicare & Medicaid Services, from 2015 to 2017, and as Group Executive Vice President of Optum, UnitedHealth Group’s health services platform, from 2012 to 2014. From 2006 through 2011, Mr. Slavitt was the CEO

of OptumInsight (formerly Ingenix), a UnitedHealth Group subsidiary. He serves on the Board of Directors of United States of Care, a national non-profit health think-tank and advocacy organization, is co-chair of the Future of Healthcare Initiative at the Bipartisan Policy Center, and previously served as a director of Capella Eduction Company, an eduction services company (formerly Nasdaq: CPLA). Mr. Slavitt received his MBA from Harvard Business School and bachelor of arts and bachelor of science degrees from the University of Pennsylvania.

From November 2017 through July 2019, Mr. Slavitt provided advisory services to the Company to a consulting services agreement. Mr. Slavitt was paid a total of $180,000 for services provided under this consulting agreement during 2018.

Messrs. Slavitt and Jacquet will receive compensation for their service as directors in accordance with the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which is described under the caption “Compensation Policy for Non-Employee Directors” in the 2019 Proxy Statement. to the Director Compensation Policy, in connection with their initial appointment to the Board of Directors, on July 25, 2019 each of Mr. Jacquet and Mr. Slavitt received a grant of 3,232 shares of restricted stock.

Stockholder Approval of 2019 Plan

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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

Annual Meeting Results

On July 25, 2019, the Company held the Annual Meeting. The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the 2019 Proxy Statement, are as follows:

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

The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2019, with votes cast as follows:

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

The Company’s stockholders approved the adoption of the 2019 Plan, with votes cast as follows:

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.