Hologic Inc. Files Definitive Proxy Statement

Ticker: HOLX · Form: DEF 14A · Filed: Jan 18, 2024 · CIK: 859737

Complexity: moderate

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Hologic Inc., Corporate Governance, Shareholder Meeting

TL;DR

<b>Hologic Inc. has filed its Definitive Proxy Statement for the period ending March 7, 2024.</b>

AI Summary

HOLOGIC INC (HOLX) filed a Proxy Statement (DEF 14A) with the SEC on January 18, 2024. Hologic Inc. filed a Definitive Proxy Statement (DEF 14A) on January 18, 2024. The filing covers the period ending March 7, 2024. The company's fiscal year ends on September 28. Hologic Inc. is incorporated in Delaware. The company's principal executive offices are located at 250 Campus Drive, Marlborough, MA.

Why It Matters

For investors and stakeholders tracking HOLOGIC INC, this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information regarding upcoming meetings, director nominations, executive compensation, and other corporate governance matters. Shareholders should review this document to understand key proposals, executive compensation details, and to make informed voting decisions.

Risk Assessment

Risk Level: low — HOLOGIC INC shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate or significant new risks are being disclosed.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did HOLOGIC INC file this DEF 14A?

HOLOGIC INC filed this Proxy Statement (DEF 14A) with the SEC on January 18, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by HOLOGIC INC (HOLX).

Where can I read the original DEF 14A filing from HOLOGIC INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by HOLOGIC INC.

What are the key takeaways from HOLOGIC INC's DEF 14A?

HOLOGIC INC filed this DEF 14A on January 18, 2024. Key takeaways: Hologic Inc. filed a Definitive Proxy Statement (DEF 14A) on January 18, 2024.. The filing covers the period ending March 7, 2024.. The company's fiscal year ends on September 28..

Is HOLOGIC INC a risky investment based on this filing?

Based on this DEF 14A, HOLOGIC INC presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate or significant new risks are being disclosed.

What should investors do after reading HOLOGIC INC's DEF 14A?

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does HOLOGIC INC compare to its industry peers?

Hologic Inc. operates in the medical device industry, specifically focusing on women's health and diagnostics.

Are there regulatory concerns for HOLOGIC INC?

As a publicly traded company, Hologic Inc. is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

Industry Context

Hologic Inc. operates in the medical device industry, specifically focusing on women's health and diagnostics.

Regulatory Implications

As a publicly traded company, Hologic Inc. is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

What Investors Should Do

  1. Review the executive compensation section for details on pay for named executive officers.
  2. Examine the director nominations and corporate governance proposals.
  3. Understand any shareholder proposals and the company's recommendation.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparative data from a prior filing was immediately available in the provided text.

Filing Stats: 4,409 words · 18 min read · ~15 pages · Grade level 16.1 · Accepted 2024-01-18 16:06:19

Key Financial Figures

Filing Documents

Executive Compensation Best Practices

Executive Compensation Best Practices 55 Compensation of Executive Officers 55 Our Compensation Philosophy 55 Principal Elements of Pay: Total Direct Compensation 55 Fiscal 2023 Total Direct Compensation Elements in Detail 56 Other Compensation 70 Our Decision-Making Process 71 Additional Compensation Practices, Policies & Guidelines 73

Executive Compensation Tables

Executive Compensation Tables 75 Summary Compensation Table 75 Grants of Plan-Based Awards 77 Outstanding Equity Awards at Fiscal Year End 79 Option Exercises and Stock Vested 82 Non-Qualified Deferred Compensation 83 Potential Payments upon Termination or Change of Control 84 Change of Control and Severance Agreements 85 Equity Agreements 87 Pay Ratio 87 Pay Versus Performance 88 Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm 92 Independent Registered Public Accounting Firm Fees 93 Audit and Finance Committee Policy on Pre-Approval of Services 93 Audit and Finance Committee Report 94 Stock Ownership 95 Securities Ownership by Directors and Executive Officers 95

Security Ownership by Certain Beneficial Owners

Security Ownership by Certain Beneficial Owners 97 General Information about the Meeting and Voting 98 Stockholder Proposals for the 2025 Annual Meeting 102 Incorporation by Reference 102 Financial Matters and Form 10-K 103 Annex A Non-GAAP Reconciliation A-1 TABLE OF CONTENTS Proxy This summary highlights information contained elsewhere in this proxy the "Company," "we," "us" or "our" refer to Hologic, Inc. and its subsidiaries. 2024 Annual Meeting of Stockholders MEETING AGENDA AND VOTING RECOMMENDATIONS Proposal Board Recommendation Page Election of Nine Directors FOR each nominee 19 Say-on-Pay: Advisory Vote to Approve Executive Compensation FOR 40 Ratification of the Appointment of Ernst & Young LLP for fiscal 2024 FOR 92 Attendance: All stockholders who were stockholders of record and beneficial verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission. As the beneficial owner, you have the right to direct your intermediary on how to vote and are also invited to attend the meeting; however, since you are not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a legal proxy from the holder of record of your shares and present it at the meeting

Executive Compensation Highlights

Executive Compensation Highlights

EXECUTIVE COMPENSATION BEST PRACTICES

EXECUTIVE COMPENSATION BEST PRACTICES What We Do What We Don't Do Double-trigger for accelerated equity vesting upon a change of control Golden parachute policy Compensation recoupment (clawback) policy Meaningful stock ownership guidelines for our CEO, non-employee directors and executive officers Robust annual review of compensation program elements, each NEO's role and responsibilities, performance metrics, practices of companies in our peer group and survey data Independent compensation consultant Compensation Committee of all independent, non-employee directors Annual risk assessments No tax gross-ups on severance or change of control payments No hedging/pledging of Hologic stock No option repricing without stockholder approval No excessive perquisites for executives No excessive risk-taking in our compensation programs The Compensation Committee has responsibility for oversight of the Company's executive compensation framework, and within that framework, works with management to align pay with performance. 6 TABLE OF CONTENTS 2023 Executive Compensation Framework Fixed Variable Short Term Component % of Total Target (1) Rationale Key Characteristics Base Salary Attract and retain talent with a competitive level of pay that reflects executive's experience, role and responsibilities Cash Award Short-Term Incentive Plan (STIP) Award Incentivize and reward for corporate and individual performance Drive achievement of specific goals Cash Award based primarily on two metrics: Adjusted Revenue Adjusted EPS LONG TERM Restricted Stock Units Encourage long-term focus Incentivize and reward for performance Align interests of executives with stockholders Attract and retain talent Equity Award Annual vesting over three years Stock Options Encourage long-term focus Incentivize and reward for performance Align interests of executives with stockholders Attract and retain talent Equity Award

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