--- schema_version: "secwatch.filing_event.v1" accession: "0001124140-23-000054" form_type: "8-K" ticker: null cik: "0001124140" company_name: "EXACT SCIENCES CORP" filed_at: "2023-06-12T23:59:59+00:00" generated_at: "2026-06-14T02:44:15.059951+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Exact Sciences shareholders approve board declassification and 4.43M share increase ## Summary - Board declassification amendment approved; directors will shift to annual elections over three years. - Amendment to 2019 Omnibus Long-Term Incentive Plan approved, adding 4,430,000 shares (total 32,259,582). - Four Class II directors elected: D. Scott Coward, James Doyle, Freda Lewis-Hall, Kathleen Sebelius. - Advisory say-on-pay approved with ~88% support; advisory frequency set at 1 year. - Ratification of auditor PricewaterhouseCoopers LLP with 99.8% votes for. ## SEC filing metadata - accession: 0001124140-23-000054 - form_type: 8-K - cik: 0001124140 - company_name: EXACT SCIENCES CORP - filed_at: 2023-06-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 3.03, 5.03, 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/exas-20230608.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001124140-23-000054 - JSON: https://secwatch.observer/filing/0001124140-23-000054.json - Plain text: https://secwatch.observer/filing/0001124140-23-000054.txt ## Key facts - Governance Changes EXACT SCIENCES CORP: Amended and restated bylaws to harmonize with the declassification of the Board of Directors (effective 2023-06-09). - Change: bylaw amendment - Effective: 2023-06-09 source text: The Sixth Amended and Restated By-Laws amend and restate in their entirety the Company’s by-laws to harmonize the by-laws with the Certificate of Amendment effecting the declassification of our Board of Directors over a three-year period. evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - Governance Changes EXACT SCIENCES CORP: Amended certificate of incorporation to declassify the Board of Directors over a three-year period (effective 2023-06-09). - Change: charter amendment - Effective: 2023-06-09 source text: On June 9, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Sixth Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of the State of Delaware effecting an amendment to declassify our Board of Directors over a three-year period. evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - Shareholder Votes EXACT SCIENCES CORP shareholders approved Ratification of appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for 2023 at the 2023-06-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-08 source text: The Company’s shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for 2023, with votes cast as follows: For Against Abstain 157,355,288 343,714 244,866 evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - Shareholder Votes EXACT SCIENCES CORP shareholders approved Advisory vote on the compensation paid to the Company's named executive officers at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-08 source text: The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, with votes cast as follows: 2 For Against Abstain Broker Non-Votes 125,242,817 12,934,948 407,218 19,358,885 evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - Shareholder Votes EXACT SCIENCES CORP shareholders approved Approval of Amendment No. 2 to the 2019 Plan at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: The Company's shareholders approved Amendment No. 2 to the 2019 Plan, with votes cast as follows: For Against Abstain Broker Non-Votes 131,360,014 6,914,797 310,172 19,358,885 evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - Shareholder Votes EXACT SCIENCES CORP shareholders approved Election of four Class II directors (D. Scott Coward, James Doyle, Freda Lewis-Hall, Kathleen Sebelius) at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: The Company’s shareholders elected the four nominees to the Company’s Board of Directors to serve for three-year terms as Class II directors, with the votes cast as follows: Director Name For Against Abstain Broker Non-Votes D. Scott Coward 136,471,398 1,950,157 163,428 19,358,885 James Doyle 133,148,623 5,267,336 169,024 19,358,885 Freda Lewis-Hall 135,529,397 2,888,325 167,261 19,358,885 Kathleen Sebelius 135,041,542 3,384,426 159,015 19,358,885 evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - Shareholder Votes EXACT SCIENCES CORP shareholders approved Advisory vote on an annual frequency of future advisory votes on executive compensation at the 2023-06-08 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-08 source text: The Company's shareholders approved, on an advisory basis, an annual frequency of future advisory votes on executive compensation, with votes cast as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 136,623,244 114,971 1,668,175 178,593 19,358,885 evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm - Shareholder Votes EXACT SCIENCES CORP shareholders approved Amendment to Sixth Amended and Restated Certificate of Incorporation to declassify the Board of Directors at the 2023-06-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-08 source text: The Company's shareholders approved an amendment to our Sixth Amended and Restated Certificate of Incorporation, as amended, to declassify our Board of Directors, with votes cast as follows: For Against Abstain Broker Non-Votes 136,623,459 1,603,883 357,641 19,358,885 evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414023000054/0001124140-23-000054-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.