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 1, 2016
Myriad Genetics, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-26642
| Delaware | 87-0494517 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
320 Wakara Way
Salt Lake City, UT 84108
(Address of principal executive offices, including zip code)
(801) 584-3600
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On December 1, 2016, at our annual meeting of stockholders, our stockholders approved an amendment to our 2010 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2010 Plan”), to increase the number of shares of common stock available for grant of awards under the 2010 Plan by an additional 2,500,000 shares. A description of the material features of the 2010 Plan and related matters are set forth in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 11, 2016, under the heading “Proposal 2: Approval of An Amendment to Our 2010 Employee, Director and Consultant Equity Incentive Plan,” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2010 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
(a) On December 1, 2016, we held our 2016 Annual Meeting of Stockholders (“the Annual Meeting”). Of the 68,406,939 shares of common stock outstanding as of the record date of October 5, 2016, a quorum of 59,411,317 shares, or approximately 86.84% of the eligible shares, was present in person or represented by proxy.
(b) The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter.
Proposal No. 1: Elect Directors
To elect Mark C. Capone. and Heiner Dreismann to our Board of Directors to serve until the 2019 Annual Meeting of Stockholders, and until their successors are duly elected and qualified or until their earlier death, resignation, retirement or removal.
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Mark C. Capone |
52,250,920 | 786,938 | 6,373,459 | |||
| Heiner Dreismann |
52,199,870 | 837,988 | 6,373,459 |
Proposal No. 2: Approval of An Amendment to Our 2010 Employee, Director and Consultant Equity Incentive Plan:
To approve an amendment of our 2010 Employee, Director and Consultant Equity Incentive Plan, as amended, to increase the aggregate number of shares of common stock available for the grant of awards by an additional 2,500,000 shares.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non- Votes | |||
| 49,946,044 |
3,048,817 | 42,997 | 6,373,459 |
Proposal No. 3:Selection of Independent Public Accountants:
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2017.
| Votes For |
Votes Against |
Votes Abstained | ||
| 58,697,507 |
210,358 | 503,452 |
Proposal No. 4: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers, as Disclosed in the Proxy Statement:
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non- Votes | |||
| 50,631,917 |
2,085,314 | 320,627 | 6,373,459 |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1+ | Myriad Genetics, Inc. 2010 Employee, Director and Consultant Equity Incentive Plan, as amended | |
| (+) | Management contract or compensatory plan arrangement | |
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.
| Myriad Genetics, Inc. | ||||||
| Date: December 2, 2016 | By: | /s/ R. Bryan Riggsbee | ||||
| R. Bryan Riggsbee | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1+ | Myriad Genetics, Inc. 2010 Employee, Director and Consultant Equity Incentive Plan, as amended | |
| (+) | Management contract or compensatory plan arrangement | |