UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 5, 2020, the independent members of the Board of Directors of Hologic, Inc. (“Hologic” or the “Company”) approved an amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of September 18, 2015, as amended on September 24, 2016 (the “Existing Agreement”), by and between the Company and Stephen P. MacMillan, the Company’s Chief Executive Officer.
The Amendment removes the formula-based approach to certain elements of Mr. MacMillan’s compensation and provides the Compensation Committee and the independent members of the Board with additional discretion in setting Mr. MacMillan’s compensation. Specifically:
| • | Salary. Annual base salary shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Previously, base salary increases were tied to the U.S. salaried employee merit pool percentage increases (and decreases were permitted only in connection with a similar percentage decrease in salary applicable to all senior executives at the Company). |
| • | Long-Term Incentive. The value of Mr. MacMillan’s annual equity grant shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Previously, the value of Mr. MacMillan’s annual equity grant was increased or decreased from the prior year’s grant value based on increases or decreases in net income and earnings per share. |
| • | Matching Restricted Stock Units (“RSUs”). Under the Existing Agreement, Mr. MacMillan has historically been entitled to receive a grant of RSUs each year with a value equal to the number of shares held by him at fiscal year end. The Amendment eliminates Mr. MacMillan’s entitlement to receive such Matching RSUs. |
| • | Deferred Compensation Plan (“DCP”). The amount of the Company’s contribution to the Company’s DCP each year shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Currently, any modifications to the target amount of Mr. MacMillan’s DCP contributions must be consistent with changes for other executive officers. |
The term of employment for Mr. MacMillan remains unchanged under the Existing Agreement and was automatically extended for an additional five-year period ending on September 27, 2025.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Amendment No. 2 to Amended and Restated Employment Agreement by and between Stephen P. MacMillan and Hologic, Inc., dated October 5, 2020. | |
| 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: October 6, 2020 | HOLOGIC, INC. | |||
| By: | /s/ John M. Griffin | |||
| John M. Griffin General Counsel | ||||