Current Report Filing (8-k)
November 07 2019 - 5:17PM
Edgar (US Regulatory)
0001131324
false
0001131324
2019-11-06
2019-11-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 7, 2019
GENOMIC HEALTH, INC.
(Exact name of registrant as specified in
its charter)
|
Delaware
(State or other jurisdiction
of
incorporation)
|
000-51541
(Commission
File Number)
|
77-0552594
(I.R.S. Employer
Identification No.)
|
|
301 Penobscot Drive
|
|
|
Redwood City, California
|
94063
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (650) 556-9300
N/A
(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, par value $0.0001 per share
|
|
GHDX
|
|
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. ¨
Item 5.07 Submission of Matters
to a Vote of Security Holders.
A Special Meeting
of Stockholders (the “Special Meeting”) of Genomic Health, Inc. (the “Company”) was held on November 7,
2019 at 10:00 AM, P.T., at the offices of Pillsbury Winthrop Shaw Pittman LLP located at 2550 Hanover Street, Palo Alto, California
94304. A total of 31,918,176 shares of the Company’s common stock were present in person or by proxy at the Special Meeting,
representing 85.01% of the total number of shares outstanding and entitled to vote at the meeting.
The number of votes cast for or against,
as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Special Meeting is
as follows:
Proposal No. 1
To adopt the Agreement and Plan of Merger, dated as of July
28, 2019, by and among Exact Sciences Corporation, Spring Acquisition Corp. and the Company (the “Merger Agreement”),
and approve the merger contemplated thereby.
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
31,749,338
|
|
94,939
|
|
73,899
|
|
0
|
Proposal No. 2
To approve, by advisory (non-binding) vote, certain compensation
arrangements that may be paid or become payable to the Company’s named executive officers in connection with the merger contemplated
by the Merger Agreement.
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
31,515,129
|
|
305,545
|
|
97,502
|
|
0
|
Proposal No. 3
To approve the adjournment of the Special Meeting to a later
date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time
of the Special Meeting to approve Proposal No. 1.
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
29,411,769
|
|
2,426,213
|
|
80,194
|
|
0
|
Sufficient votes were received to approve
Proposal No. 3, but such an adjournment was not necessary in light of the approval of Proposal No. 1.
Item 7.01 Regulation FD Disclosure.
The press release issued by the Company on November 7, 2019
is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Exhibit 99.1 is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURE
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.
|
|
GENOMIC HEALTH, INC.
|
|
|
|
|
|
Date: November 7, 2019
|
By:
|
/s/ Jason W. Radford
|
|
|
|
Jason W. Radford
|
|
|
|
Chief Legal Officer
|
Genomic Health (NASDAQ:GHDX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Genomic Health (NASDAQ:GHDX)
Historical Stock Chart
From Apr 2023 to Apr 2024
