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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 6, 2024


HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)


DELAWARE
(State or Other Jurisdiction of Incorporation)

001-36214
  
04-2902449
(Commission File Number)
  
(I.R.S. Employer Identification No.)

250 Campus Drive, Marlborough, Massachusetts
  
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)

☐
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, $.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 December 6, 2024, the Board of Directors (the “Board”) of Hologic, Inc. (the “Company”), upon the recommendation of the Company’s Nominating and Corporate Governance Committee, increased the size of the Board from nine to ten directors and appointed Martin Madaus as a director of the Company, effective December 6, 2024.  Dr. Madaus currently serves as an Operating Executive at the Carlyle Group, a global investment firm.

Dr. Madaus, who will stand for election by stockholders at the Company’s 2025 Annual Meeting of Stockholders, has been appointed to serve on the Company’s Compensation Committee and Nominating and Corporate Governance Committee, effective December 6, 2024.  As a non-employee director of the Company, he will receive compensation as described in the “Director Compensation” section of the Company’s most recent definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on January 18, 2024.  Dr. Madaus is also expected to enter into the Company’s customary indemnification agreement for directors, in substantially the form filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on March 6, 2009.
 
There are no arrangements or understandings between Dr. Madaus and any other persons pursuant to which Dr. Madaus was selected as a director. Dr. Madaus has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the election of Dr. Madaus is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number
  
Description
 
Press Release dated December 9, 2024.
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: December 9, 2024
HOLOGIC, INC.
     
 
By:
/s/ John M. Griffin
   
John M. Griffin
   
General Counsel


EX-99.1 2 ef20039609_99-1.htm EXHIBIT 99.1
Exhibit 99.1

Martin Madaus Elected to Hologic Board of Directors

Marlborough, Mass., December 9, 2024 – Hologic, Inc. (Nasdaq: HOLX) announced today that Martin Madaus has been elected to the Company’s Board of Directors, effective December 6, 2024. Dr. Madaus was also appointed to the Compensation Committee and the Nominating and Corporate Governance Committee effective December 6, 2024.

Dr. Madaus, who has more than 30 years of diagnostics and life sciences industry experience, currently serves as an Operating Executive at the Carlyle Group, a global investment firm, which he joined in February 2019. Prior to joining the Carlyle Group, Dr. Madaus held the role of Chairman and Chief Executive Officer at Ortho Clinical Diagnostics, Inc., a diagnostics company that makes products and diagnostic testing equipment for blood testing. Dr. Madaus previously served as the Chairman, President and Chief Executive Officer of Milipore Corporation, a life sciences company serving the bioscience research and biopharmaceutical manufacturing industry, until its acquisition by Merck KGaA in 2010.

“We’re delighted to welcome Martin to Hologic’s Board of Directors,” said Steve MacMillan, Hologic’s Chairman, President and Chief Executive Officer. “With his deep industry, technical, business and international experiences, Martin represents yet another strong addition to our deep and experienced Board.”

Dr. Madaus received a Doctor of Veterinary Medicine from the University of Munich in Germany and a Ph.D. in Veterinary Medicine from the Veterinary School of Hanover in Germany.

About Hologic, Inc.
Hologic, Inc. is an innovative medical technology company primarily focused on improving women's health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com.

Forward Looking Statements
This press release contains forward-looking information that involves risks and uncertainties, including statements about the Company's plans, objectives, expectations and intentions, and statements regarding the Company's Board of Directors. These forward-looking statements are based on assumptions made by the Company as of this date and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risk that the Company may not be able to attract and retain qualified Board members or executives. These risks are not exhaustive. Other factors that could adversely affect the Company's business and prospects are described in the filings made by the Company with the SEC. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented here to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

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SOURCE: Hologic, Inc.

Investor Contact:
Ryan Simon
+1 858.410.8514
ryan.simon@hologic.com

Media Contact:
Bridget Perry
+1 508.263.8654
bridget.perry@hologic.com