Welcome to this Special Meeting of the Stockholders of Exact Sciences Corporation. I am Kevin Conroy, Chairman of Exact Sciences Board of Directors. I will preside as Chairman of this meeting, which I hereby call to order. Members of Exact Sciences Board of Directors are in attendance. James Herriott, Exact Sciences Senior Vice President, General Counsel, and Secretary, will act as secretary of the meeting. James J. Raitt of American Election Services, LLC, has been engaged by Broadridge Financial Solutions, Inc. to serve as Inspector of Election at this meeting. In the absence of any other representative of Broadridge acting as inspector of election at this meeting, I confirm that Mr. Raitt is the duly appointed inspector of election at this meeting and is attending this meeting in his capacity as such. We now turn to Item 3 on the agenda of this meeting. The agenda and rules of conduct for this meeting are available through the links on the virtual meeting website. We will follow the agenda and apply the rules of conduct in carrying out the business of this meeting. After the items of business have been presented and before voting begins, stockholders will have the opportunity to ask questions relevant to the business of the meeting by typing questions into the designated field on the meeting website. Only validated stockholders and their duly authorized proxies may ask questions. Out of consideration, for others, please limit yourself to one question. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. We will address appropriate unanswered questions by following up with the stockholder asking the question after the meeting. I now turn it over to Jim for some additional information. Thank you, Kevin. Any statements at this meeting about Exact's expectations, plans, and prospects constitute forward-looking statements. Any forward-looking statements made by us at this meeting reflects management's views only as of today's date, February 20th, 2026, and are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by any forward-looking statements. These risks and uncertainties and other important risks and uncertainties affecting Exact and its business are described in the Risk Factors section of Exact's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 13, 2026, and in the definitive proxy statement relating to this meeting, filed by Exact with the SEC on January 9, 2026, as supplemented by Exact's filing thereafter with the SEC. Thank you, Jim. With that, we turn to agenda Item 4. Jim, please report on the notice of the meeting, proxies received, and existence of a quorum. Thanks, Kevin. The notice of the meeting was mailed by Broadridge on or about January 9th, 2026, in accordance with the General Corporation Law of the State of Delaware and Exact's bylaws. It went to all stockholders of record as of the close of business on January 9th, 2026. A copy of the notice and the affidavit of distribution from Broadridge will be incorporated into the minutes of this meeting. As of the close of business on January 9th, 2026, there were 190,810,202 shares of Exact's common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that holders of a majority of the shares of Exact's common stock outstanding and entitled to vote at this meeting are present at this meeting in person or by proxy. Therefore, a quorum is present, and I declare this meeting to be duly convened for the purpose of transacting business properly brought before it. Thank you, Jim. Please proceed with agenda Item 5, the items of business. Thanks, Kevin. There are three items of business on the agenda for today's meeting. All of these items were described in the proxy statement. The first item of business is the proposal to adopt the agreement and plan of merger, dated as of November 19th, 2025, as it may be amended from time to time, by and among Exact, Abbott Laboratories, and Badger Merger Sub I Inc., providing for the merger of Badger Merger Sub I Inc. with and into Exact. We refer to that agreement as the merger agreement, and we refer to this proposal as the merger agreement proposal. The Board of Directors recommends that stockholders vote for the merger agreement proposal. The second item of business is the proposal to approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to Exact's named executive officers that is based on or otherwise related to the merger agreement and the transactions contemplated by the merger agreement. We refer to this proposal as the compensation proposal. The Board of Directors recommends that stockholders vote for the compensation proposal. The third item of business is the proposal to approve any adjournment of this meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement proposal. We refer to this proposal as the adjournment. The Board of Directors recommends that stockholders vote for the adjournment proposal. We will now address questions relating to the items of business. You may submit an appropriate question by typing it into the designated field on the meeting website. Please make sure to include your name and email address along with your question. Out of consideration for others, please limit yourself to one question. Only questions that are germane to the meeting will be addressed. If you submit an appropriate question that we weren't able to address during the question and answer session, we will do our best to follow up with you afterward. Jim, are there any questions to be addressed? Yes. A stockholder would like to have an update on the remaining regulatory approvals. We continue to seek all necessary regulatory approvals and expect the merger transaction will be completed before the end of the second quarter of calendar year 2026. We also have a question regarding the litigation related to the merger. We are not in a position to discuss the ongoing merger-related stockholder litigation, other than to refer you to the litigation-related disclosures in our recent filings with the SEC, including our current report on Form 8-K, filed on February 10, 2026, and in our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 13, 2026. There are no further questions at this time. We will now proceed to voting on the items of business. It is 10:07 Central Time on February 20, 2026, and the polls are now open for voting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button, button on the special meeting website and following the accompanying instructions on the website. You must complete your voting now in order for your votes to be counted. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take further, any further action. Now that stockholders have had the opportunity to vote, I declare the polls for this meeting are closed at 10:08 Central Time, February 20, 2026. Jim, please share the preliminary voting results. The preliminary voting results, based on the voting of shares represented by valid proxies on file, show that the merger agreement proposal has been approved. The compensation proposal has not been approved. The adjournment proposal has been approved. The final votes on each of these matters will be included in the report of the Inspector of Election to be filed with the minutes of this meeting. The final votes will also be reported in a current report on Form 8-K, to be filed by Exact with the SEC within four business days of today's date. Kevin, I turn the meeting back to you. There's no further business to come before us for the meeting. The meeting is now adjourned. Thank you all for attending today.
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