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) October 5, 2020
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-36214 | 04-2902449 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 250 Campus Drive, Marlborough, MA | 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) |
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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.
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| 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 October 5, 2020, the independent members of the Board of Directors of Hologic, Inc. (“Hologic” or the “Company”) approved an amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of September 18, 2015, as amended on September 24, 2016 (the “Existing Agreement”), by and between the Company and Stephen P. MacMillan, the Company’s Chief Executive Officer.
The Amendment removes the formula-based approach to certain elements of Mr. MacMillan’s compensation and provides the Compensation Committee and the independent members of the Board with additional discretion in setting Mr. MacMillan’s compensation. Specifically:
| • |
Salary. Annual base salary shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Previously, base salary increases were tied to the U.S. salaried employee merit pool percentage increases (and decreases were permitted only in connection with a similar percentage decrease in salary applicable to all senior executives at the Company). |
| • |
Long-Term Incentive. The value of Mr. MacMillan’s annual equity grant shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Previously, the value of Mr. MacMillan’s annual equity grant was increased or decreased from the prior year’s grant value based on increases or decreases in net income and earnings per share. |
| • |
Matching Restricted Stock Units (“RSUs”). Under the Existing Agreement, Mr. MacMillan has historically been entitled to receive a grant of RSUs each year with a value equal to the number of shares held by him at fiscal year end. The Amendment eliminates Mr. MacMillan’s entitlement to receive such Matching RSUs. |
| • |
Deferred Compensation Plan (“DCP”). The amount of the Company’s contribution to the Company’s DCP each year shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Currently, any modifications to the target amount of Mr. MacMillan’s DCP contributions must be consistent with changes for other executive officers. |
The term of employment for Mr. MacMillan remains unchanged under the Existing Agreement and was automatically extended for an additional five-year period ending on September 27, 2025.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
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| 10.1 | Amendment No. 2 to Amended and Restated Employment Agreement by and between Stephen P. MacMillan and Hologic, Inc., dated October 5, 2020. | |
| 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: October 6, 2020 | HOLOGIC, INC. | |||
| By: |
/s/ John M. Griffin |
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John M. Griffin General Counsel |
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Exhibit 10.1
Amendment No. 2 to Amended and Restated Employment Agreement
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of October 5, 2020, by and between Hologic, Inc., a Delaware corporation (the “Company”), and Stephen P. MacMillan (the “Executive” and, together with the Company, the “Parties”).
WHEREAS, the Company and Executive entered into an Amended and Restated Employment Agreement dated as of September 18, 2015, which was amended by Amendment No. 1 dated as of September 24, 2016 (together, the “Agreement”);
WHEREAS, the Parties desire to amend the Agreement to remove the formula-based approach to the Executive’s compensation and to provide the Compensation Committee of the Board (the “Committee”) and the independent members of the Board with additional discretion in setting Executive’s compensation, effective as of the date of this Agreement; and
WHEREAS, the independent members of the Board of Directors of the Company have approved the amendment of the Agreement in the manner reflected herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein after set forth, the Parties, each intending to be legally bound, hereby agree as follows:
1. Salary. The existing Section 3.1 of the Agreement is hereby deleted and replaced in its entirety with the following new Section 3.1:
3.1 Salary. During the Term, the Company agrees to continue to pay to the Executive a base salary, payable in arrears in accordance with the Company’s standard payroll practices, in such amount as may be determined by the Compensation Committee of the Board (the “Committee”) and/or the independent members of the Board (the “Base Salary”). All payments of Base Salary or other compensation hereunder shall be less such deductions or withholdings as are required by applicable law and regulations.
2. Long-Term Incentive. The existing Section 3.3 of the Agreement is hereby deleted and replaced in its entirety with the following new Section 3.3:
3.3. Long-Term Incentive. Each fiscal year during the Term, the Executive shall receive an annual grant under the Company’s 2008 Amended and Restated Equity Incentive Plan (as it may be amended from time to time, the “Equity Plan”), with such value as may be determined by the Committee and/or the independent members of the Board. Such grants shall each be subject to all terms and conditions applicable to grants under the Equity Plan, shall be evidenced by grant agreements in the form customarily used for Equity Plan grants to other named executive officers of the Company and shall be subject to the performance, payout and vesting conditions established by the Committee, provided, however, that such awards shall immediately vest and settle or become exercisable, as applicable, upon Executive’s death or Disability in accordance with the governing award agreement, provided, further, that the vesting of awards subject to performance-based vesting conditions shall be subject to the achievement of established performance targets.
| 3. |
Additional Equity Compensation. |
(a) In section 3.4.1, the clause “, including any Matching RSUs (as defined below)” is hereby deleted in its entirety.
(b) The existing Section 3.4.2 of the Agreement is hereby deleted in its entirety.
4. Deferred Compensation Plan. The existing Section 3.5 of the Agreement is hereby deleted and replaced in its entirety with the following new Section 3.5:
3.5 Deferred Compensation Plan. The Executive shall be eligible to participate in the Company’s Amended and Restated Deferred Compensation Program (as it may be amended from time to time, the “DCP”), and the Company shall make a contribution each fiscal year during the Term on behalf of the Executive, in such amount as may be determined by the Committee and/or the independent members of the Board.
5. Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
6. Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term of the Agreement in this Amendment or the original Agreement shall include the terms contained in this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment effective as of October 5, 2020.
| HOLOGIC, INC. | ||
| By: |
/s/ Sally W. Crawford |
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| Sally W. Crawford | ||
| Lead Independent Director | ||
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/s/ Stephen P. MacMillan |
| Stephen P. MacMillan |
| Chairman, President and Chief Executive Officer |