EXACT Sciences Corporation

02/20/2026 | Press release | Distributed by Public on 02/20/2026 15:55

Proxy Results (Form 8-K)

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

On February 20, 2026, Exact Sciences Corporation, a Delaware corporation ("Exact"), held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 19, 2025 (the "Merger Agreement"), among Exact, Abbott Laboratories, an Illinois corporation ("Parent"), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides for, among other things and subject to the conditions contained in the Merger Agreement, the merger of Merger Sub with and into Exact (the "Merger"), with Exact surviving the Merger as a direct, wholly owned subsidiary of Parent.

As of the close of business on January 9, 2026, the record date for the Special Meeting (the "Record Date"), there were 190,810,202 shares of Exact common stock outstanding and entitled to vote at the Special Meeting. Each share of Exact common stock outstanding as of the close of business on the Record Date was entitled to one vote on each matter voted on at the Special Meeting. At the Special Meeting, the holders of record of 128,906,310 shares, or 67.56%, of Exact common stock entitled to vote at the Special Meeting (thus holding a majority of the votes entitled to be cast at the Special Meeting) were present in person or by proxy, constituting a quorum for the purpose of conducting business at the Special Meeting.

At the Special Meeting, the following proposals were considered: a proposal to adopt the Merger Agreement (the "Merger Agreement Proposal"); a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Exact's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"); and a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal"). For more information on each of these proposals, see Exact's definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 9, 2026. The final voting results for each proposal at the Special Meeting are as follows:

1.

Merger Agreement Proposal

For

Against

Abstain

Broker Non-Votes

128,431,562

386,941

87,807

0
2.

Compensation Proposal

For

Against

Abstain

Broker Non-Votes

42,290,727

85,655,344

960,239

0
3.

Adjournment Proposal

For

Against

Abstain

Broker Non-Votes

123,806,529

4,845,599

254,182

0

Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.

EXACT Sciences Corporation published this content on February 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 20, 2026 at 21:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]