8-K
HOLOGIC INC (HOLX)
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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) September 20, 2023
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-36214 | 04-2902449 |
|---|---|
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 250 Campus Drive,<br> Marlborough, Massachusetts | 01752 |
| --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, $.01 par value | HOLX | The Nasdaq Stock Market LLC |
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 September 20, 2023, the Board of Directors (the “Board”) of Hologic, Inc. (the “Company”), upon the recommendation of the Company’s Nominating and Corporate Governance Committee, increased the size of the Board from nine to ten directors and appointed Nanaz Mohtashami as a director of the Company, effective September 20, 2023. Ms. Mohtashami is a Managing Director at Russell Reynolds Associates, leading their global Med Tech, Devices & Diagnostics Practice.
Ms. Mohtashami, who will stand for election by stockholders at the Company’s 2024 Annual Meeting of Stockholders, has been appointed to serve on the Company’s Compensation Committee and Nominating and Corporate Governance Committee, effective September 20, 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 19, 2023. Ms. Mohtashami 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. Mohtashami is filed with this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br><br> Number | Description |
|---|---|
| 99.1 | Press Release dated September 22, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: September 22, 2023 | HOLOGIC, INC. | |
|---|---|---|
| By: | /s/ John M. Griffin | |
| John M. Griffin | ||
| General Counsel | ||
| Exhibit 99.1 | ||
| --- |
Nanaz Mohtashami Elected to Hologic Board of Directors
MARLBOROUGH, Mass.--(BUSINESS WIRE)--September 22, 2023--Hologic, Inc. (Nasdaq: HOLX) announced today that Nanaz Mohtashami has been elected to the Company’s Board of Directors, effective September 20, 2023. Ms. Mohtashami was also appointed to the Compensation Committee and the Nominating and Corporate Governance Committee effective September 20, 2023.
Ms. Mohtashami is a Managing Director at Russell Reynolds Associates, a leading executive search and leadership advisory firm, where she heads their global Med Tech, Devices & Diagnostics Practice. Ms. Mohtashami joined Russell Reynolds in November 2013 and held various roles of increasing responsibility before becoming a Managing Director in June 2018. Prior to joining Russell Reynolds, Ms. Mohtashami spent 13 years as a strategy consultant with Monitor Group, advising leading clients both in the UK and around the globe.
“It is a pleasure to welcome Nanaz to our Board,” said Steve MacMillan, Hologic’s Chairman, President and Chief Executive Officer. “Her exceptional background in both global strategy and deep experience in the broader healthcare sector, combined with her strong team orientation, make her yet another strong addition to our board.”
Ms. Mohtashami holds a BA and M.Eng. from Cambridge University and a Master of Business Administration from INSEAD.
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:
Bridget Perry
+1 508.263.8654
bridget.perry@hologic.com