ホロジックの適時開示・その他

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) February 26, 2025

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 (§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 5.02

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

On February 26, 2025, John Griffin, General Counsel, of Hologic, Inc. (“Hologic” or the “Company”) announced his intention to retire in 2025 after a distinguished career with the Company. Effective May 1, 2025, Mr. Griffin will transition from his current role of General Counsel to the position of Special Advisor to the Chairman, President and Chief Executive Officer of the Company to ensure a smooth transition.

“On behalf of the Board, the Hologic management team and the entire Company, we extend our heartfelt gratitude to John for his unwavering dedication and exceptional contributions over the years,” said Stephen P. MacMillan, the Company’s Chairman, President and Chief Executive Officer.

On March 3, 2025, Mr. Griffin entered into a transition letter agreement with the Company pursuant to which he will be employed as Special Advisor. Under the terms of the transition letter agreement, Mr. Griffin will continue to receive a base salary at his current annual rate and will be eligible for an incentive bonus opportunity, but will no longer be eligible for additional equity awards or matching contributions under the Company’s Non-Qualified Deferred Compensation Plan.

The summary description of the transition letter agreement with Mr. Griffin contained in this Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of such agreement filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 8.01

Other Events.

As a result of Mr. Griffin’s retirement, Anne Liddy, currently Vice President, Assistant General Counsel, will assume the role of General Counsel, effective May 1, 2025.

Item 9.01

Financial Statements and Exhibits

Exhibit Number		Description
10.1		Transition Letter Agreement between Hologic, Inc. and John M. Griffin dated March 3, 2025.
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: March 3, 2025	HOLOGIC, INC.

	By:	/s/ Mark W. Irving
		Mark W. Irving
		Secretary

EX-10.1 2 ef20044549_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

March 3, 2025

John M. Griffin

250 Campus Drive

Marlborough, MA 01752

Dear John,

This letter agreement (this “Agreement”) outlines your retirement from Hologic, Inc. (the “Company”) and certain transition services you have agreed to provide to the Company.

As previously discussed, your final date in your current position as General Counsel of the Company will be May 1, 2025 (the “Transition Date”), after which you will continue as a full-time employee of the Company in a non-executive role as Special Advisor to the Chairman, President and Chief Executive Officer of the Company. Following the Transition Date until your employment with the Company ends shall be referred to herein as the “Transition Period.” During the Transition Period you will have such duties as are assigned from time to time by the Chairman, President and Chief Executive Officer and the Board of Directors of the Company. For the avoidance of doubt, commencing on the Transition Date, you will no longer be an “officer” of the Company within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or an “executive officer” of the Company within the meaning of Rule 3b-7 under the Exchange Act.

This Agreement outlines the changes to the terms of your employment with the Company during the Transition Period:

•

Severance and Change of Control Agreement: You and the Company previously entered into that certain Severance Change of Control Agreement dated February 2, 2015 (the “Severance Agreement”). As of the Transition Date, you will no longer be eligible for the payments and benefits set forth in Sections 6(a), 6(b) or 6(e) of the Severance Agreement.

•

Compensation: During the Transition Period, you will not be eligible to receive new awards under the Company’s Amended and Restated 2008 Equity Incentive Plan following the Transition Date or any matching contributions under the Company’s Non-Qualified Deferred Compensation Plan.

At all times during the Transition Period, your employment will remain “at will” and may be terminated by you or the Company at any time.

This Agreement and the Severance Agreement constitute the entire agreement between the parties respecting your employment and/or service with the Company and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to such subject matter; provided, however, that any obligations you may have with respect to confidentiality, non-competition, non-solicitation, non-disparagement or other restrictive covenants will remain in full force and effect. For the avoidance of doubt, Sections 6(c), 6(d), 6(f) and 6(g) of the Severance Agreement will continue to apply during the Transition Period. This Agreement may not be modified or amended except by a written agreement, signed by the Company and by you. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to principles of conflict of laws. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

To confirm your acceptance of the terms of this Agreement, please return a signed copy of this document.

Sincerely,

HOLOGIC, INC.

By:

/s/ Stephen P. MacMillan

Date:

3/3/2025

Name:	Stephen P. MacMillan
Title:	Chairman, President and Chief Executive Officer

Acknowledged and Agreed:

/s/ John M. Griffin	Date:	3/3/2025
John M. Griffin