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):  July 16, 2010

 

EXACT SCIENCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

441 Charmany Drive

Madison, WI  53719

(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s telephone number, including area code:  (608) 284-5700

 

Not Applicable

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 16, 2010, the stockholders of Exact Sciences Corporation (the “Company”) approved the Company’s 2010 Omnibus Long-Term Incentive Plan (the “Omnibus Plan”). A description of the terms and conditions of the Omnibus Plan is set forth in the Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on April 30, 2010 (the “2010 Proxy Statement”) under the heading “Proposal 2-Approval of 2010 Omnibus Incentive Plan”, which such description is incorporated herein by reference.  This summary is qualified in its entirety by the full text of the Omnibus Plan set forth in Appendix A to the 2010 Proxy Statement which is also incorporated by reference herein.

 

Item 5.07               Submission of Matters to a Vote of Security Holders.

 

On July 16, 2010, the Company held its 2010 Annual Meeting of Stockholders. The certified results of the matters voted upon at the meeting, which are more fully described in the 2010 Proxy Statement are as follows:

 

The Company’s stockholders elected the three nominees to the Company’s Board of Directors to serve for three year terms as Class I directors, with the votes cast as follows:

 

Director Name		For		Withheld
Kevin T. Conroy		10,752,013		2,529,265
Katherine Napier		10,079,165		3,202,113
David A. Thompson		12,884,337		396,941

 

The Company’s stockholders approved the 2010 Omnibus Long-Term Incentive Plan, with votes cast as follows:

 

For		Against		Abstain		Broker Non-Votes
10,703,871		2,515,180		62,227		17,682,970

 

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The Company’s stockholders approved the 2010 Employee Stock Purchase Plan, with votes cast as follows:

 

For		Against		Abstain		Broker Non-Votes
13,019,348		235,971		25,959		17,682,970

 

The Company’s stockholders ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2010 fiscal year, with votes cast as follows:

 

For		Against		Abstain		Broker Non-Votes
30,866,426		78,307		19,515		0

 

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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.

 

 

	EXACT SCIENCES CORPORATION
Date: July 22, 2010	By:	/s/ Maneesh Arora
		Maneesh Arora
		Senior Vice President and Chief
		Financial Officer

 

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