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Form 8-K HOLOGIC INC For: Nov 19

November 19, 2018 4:04 PM



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 19, 2018
______________

HOLOGIC, INC.
(Exact name of registrant as specified in its charter)
______________

Delaware

1-36214

04-2902449

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS 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)

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))

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 November 19, 2018, the Board of Directors of Hologic, Inc. (the “Company”) appointed Ludwig N. Hantson as a director of the Company, effective November 21, 2018.  Dr. Hantson is the Chief Executive Officer of Alexion Pharmaceuticals, Inc.  

Dr. Hantson, who will stand for election by stockholders at the Company’s 2019 Annual Meeting of Stockholders, has been appointed to serve on the Company’s Compensation Committee and its Nominating and Corporate Governance Committee.  As a non-employee director of the Company, he will receive compensation as described in the “Director Compensation” section of the Company’s Proxy Statement.

A copy of the Company’s press release announcing the election of Dr. Hantson 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

99.1

Press Release dated November 19, 2018.


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:

November 19, 2018

HOLOGIC, INC.

 

 

 

By:

/s/ Patricia K. Dolan

Patricia K. Dolan

Vice President and Corporate Secretary

Exhibit 99.1

Ludwig N. Hantson Elected to Hologic Board of Directors

MARLBOROUGH, Mass.--(BUSINESS WIRE)--November 19, 2018--Hologic, Inc. (Nasdaq: HOLX) announced today that Ludwig N. Hantson has been elected to the Company’s Board of Directors, effective immediately.

Dr. Hantson, who has more than 30 years of experience in the life sciences industry, is the Chief Executive Officer of Alexion Pharmaceuticals, Inc., a publicly-traded global biopharmaceutical company. Before joining Alexion, Dr. Hantson was President and Chief Executive Officer of Baxalta Incorporated. He led Baxalta’s spin-off as a public company from Baxter in July of 2015. He joined Baxter in May 2010 as the President of Baxter BioScience, and previously held leadership roles with Novartis AG and Johnson & Johnson.

“It is a pleasure to welcome Ludwig to our Board,” said Steve MacMillan, Hologic’s Chairman, President and Chief Executive Officer. “With his experience leading innovative companies, he brings additional depth to the operational expertise, strategic vision and global perspective of our Board.”

Dr. Hantson received his Ph.D. in motor rehabilitation and physical therapy, Master’s degree in physical education, and a certification in high secondary education, all from the University of Louvain in Belgium.

About Hologic

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.

Hologic and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.

Forward-Looking Statements

This news 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.

SOURCE: Hologic, Inc.

CONTACT:
Hologic, Inc.
Michael Watts
Vice President, Investor Relations and Corporate Communications
(858) 410-8588

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