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 8, 2022

HOLOGIC, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(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:

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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.

On December 8, 2022, the Board of Directors of Hologic, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from eight to nine directors and appointed Stacey D. Stewart as a director of the Company, effective January 2, 2023.  Ms. Stewart is the President and Chief Executive Officer of March of Dimes Inc.

Ms. Stewart, who will stand for election by stockholders at the Company’s 2023 Annual Meeting of Stockholders, has been appointed to serve on the Company’s Audit and Finance Committee, effective January 2, 2023.  As a non-employee director of the Company, she 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 20, 2022.  Ms. Stewart 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.

A copy of the Company’s press release announcing the election of Ms. Stewart is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01          Financial Statements and Exhibits

(d) Exhibits

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.

Exhibit 99.1

Stacey D. Stewart Elected to Hologic Board of Directors

MARLBOROUGH, Mass.--(BUSINESS WIRE)--December 9, 2022--Hologic, Inc. (Nasdaq: HOLX) announced today that Stacey D. Stewart has been elected to the Company’s Board of Directors, effective January 2, 2023. Ms. Stewart was also appointed to the Audit and Finance Committee effective January 2, 2023.

Ms. Stewart has served as President and CEO of March of Dimes Inc., a leading non-profit organization, since November 2016. As previously announced, Ms. Stewart is expected to step down from March of Dimes at the end of this calendar year. Prior to March of Dimes, Ms. Stewart served in a variety of executive positions, from June 2009 to November 2016, including U.S. President of operations and executive vice president for Community Impact Leadership and Learning at United Way Worldwide, the world's largest charitable organization.

“It is a pleasure to welcome Stacey to our Board,” said Steve MacMillan, Hologic’s Chairman, President and Chief Executive Officer. “With her experience leading purpose-driven organizations and extensive background in finance, she brings additional depth to the operational expertise of our Board, along with valuable knowledge and perspective on healthcare, policy, and health equity.”

Ms. Stewart holds a Bachelor of Arts in economics from Georgetown University and a Master of Business Administration from the University of Michigan.

About Hologic, Inc.

Hologic, Inc. is an innovative medical technology company primarily focused on improving women's health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com.

Forward Looking Statements

This press release contains forward-looking information that involves risks and uncertainties, including statements about the Company's plans, objectives, expectations and intentions, and statements regarding the Company's Board of Directors. These forward-looking statements are based on assumptions made by the Company as of this date and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risk that the Company may not be able to attract and retain qualified Board members or executives. These risks are not exhaustive. Other factors that could adversely affect the Company's business and prospects are described in the filings made by the Company with the SEC. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented here to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

SOURCE: Hologic, Inc.

Contacts

Investor Contact:

        Ryan Simon 

        +1 858.410.8514 

        ryan.simon@hologic.com

Media Contact:

        Jane Mazur 

        +1 508.263.8764 

        jane.mazur@hologic.com