exas-20221230

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 30, 2022

EXACT SCIENCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35092

02-0478229

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

5505 Endeavor Lane

Madison, WI 53719

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (608) 284-5700

Not Applicable

(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 pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.01 par value per share

EXAS

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2022, the Board of Directors (the “Board”) of Exact Sciences Corporation (the “Company”) expanded the size of the Board from 9 to 10 members and elected D. Scott Coward to serve as a Class II member of the Board until the 2023 annual meeting of the shareholders. The Board also appointed Mr. Coward to the Innovation, Technology and Pipeline Committee. Mr. Coward will receive compensation for his service as a director in accordance with the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Pursuant to the Director Compensation Policy, in connection with his initial appointment to the Board of Directors, Mr. Coward will receive a stock award valued at $375,000.

Also on December 30, 2022, Mr. Coward retired from his position as Executive Vice President, Chief Legal Officer and Secretary of the Company. The Company’s Senior Vice President, General Counsel, James Herriott, has been appointed to lead the Company’s legal function and to the role of Secretary. In connection with Mr. Coward’s retirement, on December 30, 2022, Mr. Coward entered into a consulting agreement with the Company (the “Consulting Agreement”), pursuant to which Mr. Coward will provide consulting services to the Company for a period of one year. Under the Consulting Agreement, Mr. Coward shall be paid $36,780 per month and remain eligible for any 2022 cash bonus approved by the Company’s Human Capital Committee, provided that Mr. Coward continues as a consultant through the date the Company pays any 2022 bonuses.

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.


	EXACT SCIENCES CORPORATION

Date: December 30, 2022	By:	/s/ Jeffrey T. Elliott
		Jeffrey T. Elliott
		Executive Vice President, Chief Financial Officer and Chief Operating Officer