02/06/2026 | Press release | Distributed by Public on 02/06/2026 07:00
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On February 5, 2026, Hologic, Inc. ("Hologic" or the "Company") held a special meeting of stockholders (the "Special Meeting") in connection with the proposed acquisition of the Company by affiliates of funds managed by Blackstone Inc. and TPG Global, LLC, as disclosed in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 23, 2025 (the "Definitive Proxy Statement"). The following is a summary of the proposals voted upon at the Special Meeting and the voting results for each such matter. For more information on each of these proposals, see the Definitive Proxy Statement. As of the record date for the Special Meeting (the "Record Date"), there were 223,065,562 shares of Company common stock, par value $0.01 per share (the "Common Stock"), entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 179,046,131 shares of Common Stock, representing approximately 80.27% of the voting power of the issued and outstanding shares of Common Stock as of the Record Date, were present by remote communication or represented by proxy at the Special Meeting, constituting a quorum.
Proposal 1 - The Merger Agreement Proposal. The proposal to adopt the Agreement and Plan of Merger, dated as of October 21, 2025 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among the Company, Hopper Parent Inc., a Delaware corporation ("Parent"), and Hopper Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, was approved by the votes set forth below:
|
For |
178,777,739 | |||
|
Against |
151,271 | |||
|
Abstain |
117,121 |
Proposal 2 - The Advisory Compensation Proposal. The proposal to approve, on an advisory (non-binding)basis, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the transactions contemplated by the Merger Agreement, including consummation of the merger, was not approved by the votes set forth below:
|
For |
60,764,502 | |||
|
Against |
115,723,408 | |||
|
Abstain |
2,558,221 |
Proposal 3 - The Adjournment Proposal. Because there were sufficient votes to approve the Merger Agreement Proposal, no proposal to adjourn the Special Meeting was made.
| Item 8.01 |
Other Events. |
The merger is expected to close in March or April 2026, subject to the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions.