Welcome to the Exact Sciences Corporation 2025 Annual Meeting of Shareholders. Our host for today's call is Kevin Conroy, Chief Executive Officer and Chairman of the Board of Directors. At this time, all participants are in a listen-only mode. I would now like to turn the call over to your host, Mr. Conroy. You may begin. Good morning and welcome to the Annual Meeting of the Shareholders of Exact Sciences Corporation. I now call this meeting to order. Jim Herriott, our General Counsel, will act as Voting Inspector and Secretary for today's meeting, and Derek Leckow, our Vice President, Investor Relations, will assist with shareholder questions. We are pleased to hold our Annual Meeting virtually to increase access and participation. Shareholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen and may vote any time until polls are closed. The Board of Directors set April 15th, 2025, as the record date for this shareholders' meeting. The notice of meeting and internet availability of proxy materials were mailed by Broadridge Corporation beginning April 29, 2025. In order to determine whether a quorum is present for the purpose of transacting business, does the voting inspector have a preliminary report of the common stock represented at the meeting? A partial count of the shares of common stock represented at the meeting, in person or by proxy, shows that the holders of more than a majority of the outstanding shares of common stock entitled to vote at this meeting are represented. In view of the report of the voting inspector, I declare a quorum present and the meeting ready for the transaction of business. As set forth in the notice of meeting and the proxy materials, this meeting has been called for the purpose of considering and acting upon the following matters: election of seven members of the Board of Directors to serve for one-year terms, ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025, approval on an advisory basis of the compensation paid to our named executive officers, approval of the 2025 Omnibus Long-Term Incentive Plan, approval of an amendment to the 2010 Employee Stock Purchase Plan as amended and restated on July 31st, 2024, vote on a shareholder proposal concerning the adoption of a director election resignation governance policy. Each item of business on the agenda will be presented for discussion. I declare the polls for voting to be open as of 10:03 A.M. Central Time. All shareholders entitled to vote at this meeting may do so online. If you are a shareholder entitled to vote at this meeting and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. All shares represented by proxy will be voted as specified in the form of the proxy. Shares represented by proxy where no vote is specified will be voted in accordance with the recommendations of the Board of Directors. I will now present each of the five management-supported proposals on today's agenda, and David Minasian, a representative of the North Atlantic States Carpenters Pension Fund, will present the shareholder proposal on the agenda. If you have questions regarding any of the proposals, please submit them during this time by following the instructions on the webcast. Proposal One, Election of Directors. The first item of business is the election of directors. The Board of Directors has nominated the following persons to serve as directors of the company: Michael Barber, Paul Clancy, Daniel Levangie, Kevin Conroy, Chase Petrovic, Kimberly Popovits, and Katherine Zanotti. The Board of Directors recommends a vote for each nominee. The second matter being submitted to shareholders for action is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2025. The Board of Directors recommends a vote for this proposal. The third matter being submitted to shareholders for action is the approval on an advisory basis of the compensation paid to our named executive officers. The Board of Directors recommends a vote for this proposal. The fourth matter being submitted to shareholders for action is the approval of the Exact Sciences Corporation 2025 Omnibus Long-Term Incentive Plan. The Board of Directors recommends a vote for this proposal. The fifth matter being submitted to shareholders for action is the approval of an amendment to the Exact Sciences Corporation 2010 Employee Stock Purchase Plan. The Board of Directors recommends a vote for this proposal. The sixth matter being submitted to shareholders for action is a shareholder proposal concerning the adoption of a director election resignation governance policy. The shareholder proposal and its supporting statement are set forth in the proxy statement. We will now hear Mr. Minasian's statement. My name is David Minasian, and I represent the North Atlantic States Carpenters Pension Fund, the proponent of the director election resignation guideline proposal. The fund is a long-term holder of Exact Sciences' common stock and supports the company's board of director nominees. We appreciate the dialogue we have had with company representatives on the post-election director resignation issue. Shareholders possess several rights, with none more important than the right to vote for director nominees. The company has in place a governance guideline that requires an incumbent director nominee to tender his or her resignation for board consideration should he or she fail to win reelection under the majority vote standard. The board has full discretion in the final say in determining whether an unelected director's resignation is accepted or rejected. If the resignation is not accepted, the unelected director continues to serve as a holdover director under state corporate law. The fund's proposal is straightforward and designed to strengthen shareholder voting rights. There are two key provisions. First, a board can accept or reject a tendered resignation from an unelected director, but it would be required to articulate a compelling reason for rejecting the resignation. If the board finds that there is no compelling reason to reject the resignation, then the board would accept the resignation, ending the director's service on the board. If, however, the director's resignation is rejected by the board, the unelected director would continue to serve on the board as a holdover director by operation of state corporate law. The second key feature of the proposed guideline comes into play in this context. If the holdover director again fails to be reelected in the next annual election, his or her tendered resignation must be accepted by the board. Two strikes and an unelected director is out. The majority vote standard in director elections was instituted for the explicit purpose of giving shareholders a meaningful right to determine who is elected to a corporate board. The election votes are not advisory. Rather, they have a legal effect in determining whether a director is elected. The company's current director resignation policy, like that of most corporations, provides the board total discretion after each election to determine whether to accept or reject a director resignation triggered by an election defeat. The proposed resignation policy bolsters shareholder voting rights in director elections, while it provides the board a measure of decision-making discretion following a director's initial defeat. It limits that discretion by requiring the end of the board service of a twice-defeated director. The escalating board accountability created by the proposed guideline, combined with voting policies based on long-term corporate performance, will help focus boards and management teams on the task of long-term value creation. We believe this is a measured reform which serves the best interests of Exact Sciences and its shareholders. Thank you. Thank you, Mr. Minasian. For the reasons stated in our proxy statement, the Board of Directors recommends a vote against this proposal. There are no additional matters on the agenda to be voted upon. We will now briefly pause to allow any final questions regarding the proposals to be submitted. We will now respond to questions related to the proposals that have been submitted. Mr. Leckow, please review the questions. There are no questions for review at this time. We will also have time for more general Q&A following the meeting. This completes the presentation of proposals to be voted on at this meeting. Before closing the polls, we will now pause to allow shareholders a final opportunity to vote. Any votes cast today will be counted in the final tally along with the proxies previously received. Since everyone has now had the opportunity to vote, I declare the polls closed for the matters voted upon at this meeting as of 10:12 A.M. Central Time. I now call upon the voting inspector to report the preliminary results of the voting. Based on the preliminary report provided by our vote tabulator, the seven nominees for director have been elected. The shareholders have ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2025. The proposal to approve the compensation paid to the company's named executive officers has been approved. The Exact Sciences Corporation 2025 Omnibus Long-Term Incentive Plan has been approved. The amendment to the Exact Sciences Corporation 2010 Employee Stock Purchase Plan has been approved. The shareholder proposal concerning the adoption of a director election resignation governance policy has not been approved. The formal business of the meeting has been completed. The meeting is now adjourned. I now invite you to ask any questions you may have regarding the company and its business. Please follow the instructions provided on the virtual meeting screen to submit questions. We will now pause to allow shareholders to submit questions. It appears we have no further questions. I appreciate your attendance at today's meeting. Thank you and have a great day. This now concludes the Exact Sciences Corporation 2025 annual meeting of shareholders. Thank you and have a pleasant.
Loading workspace