Additional Proxy Soliciting Materials (definitive) (defa14a)
21 May 2022 - 1:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant þ
Filed by a party other than the registrant ¨
Check the appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
þ Definitive Additional
Materials
¨ Soliciting Material Pursuant to §240.14a-12
Exact Sciences Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No
fee required.
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange
Act Rules 14a6(i)(1) and 0-11
EXACT SCIENCES CORPORATION
5505 Endeavor Lane
Madison, Wisconsin 53719
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
DATED APRIL 29, 2022
FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 9, 2022
This proxy statement supplement, dated May 20,
2022 (the “Supplement”), supplements the definitive proxy statement (the “Proxy Statement”) of Exact Sciences
Corporation, which we filed with the Securities and Exchange Commission on April 29, 2022, relating to our annual meeting of shareholders
to be held on June 9, 2022.
We are providing this Supplement solely to correct
typographical errors resulting in overstatements of the amounts disclosed for Messrs. Elliott, Coward, Lidgard and Orville in the Stock Awards column of the Summary
Compensation Table for 2021 on page 49 of the Proxy Statement. The Summary Compensation Table for 2021 is amended and restated on the
following page solely to correct these typographical errors.
We have made no other changes to the Proxy Statement
nor have we changed or added to the matters to be considered by our shareholders at the annual meeting.
If you have already voted, you do not need to
vote again unless you would like to change your prior vote on any proposal. If you would like to change your prior vote on any proposal,
please refer to the Proxy Statement for instructions on how to do so. This Supplement should be read in conjunction with the Proxy Statement.
From and after the date of this Supplement, any references to the “proxy statement” are to the Proxy Statement as supplemented
hereby.
Summary Compensation Table for 2021
The following table represents summary information regarding the compensation
of each of our NEOs for the three years ended December 31, 2021.
NAME
AND PRINCIPAL POSITION | |
YEAR | | |
SALARY
($) | | |
BONUS
($) | | |
STOCK
AWARDS ($)(1) | | |
OPTION
AWARDS ($)(2) | | |
ALL
OTHER COMPENSATION ($) | | |
TOTAL
($) | |
Kevin Conroy | |
| 2021 | | |
| 962,668 | | |
| 1,266,871 | (3) | |
| 12,266,752 | (4) | |
| — | | |
| 135,949 | (5) | |
| 14,632,240 | |
Chairman, President and | |
| 2020 | | |
| 498,976 | | |
| 1,374,450 | | |
| 12,226,355 | | |
| 5,975,741 | | |
| 45,731 | (6) | |
| 20,121,254 | |
Chief Executive
Officer | |
| 2019 | | |
| 792,169 | | |
| 1,000,250 | (7) | |
| 14,949,979 | | |
| 1,948,193 | | |
| 25,952 | (8) | |
| 18,716,543 | |
Jeffrey Elliott | |
| 2021 | | |
| 574,391 | | |
| 323,956 | | |
| 2,555,635 | (4) | |
| — | | |
| 6,319 | (9) | |
| 3,460,301 | |
Executive Vice President, | |
| 2020 | | |
| 503,932 | | |
| 337,302 | | |
| 1,559,884 | | |
| 762,393 | | |
| 6,145 | (9) | |
| 3,169,656 | |
Chief Financial Officer and | |
| 2019 | | |
| 455,385 | | |
| 230,000 | | |
| 3,772,876 | | |
| 648,884 | | |
| 16,385 | (9) | |
| 5,123,530 | |
Chief Operating
Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
D. Scott Coward | |
| 2021 | | |
| 530,262 | | |
| 299,068 | | |
| 1,865,658 | (4) | |
| — | | |
| 17,950 | (9) | |
| 2,712,937 | |
Executive Vice President, | |
| 2020 | | |
| 485,051 | | |
| 324,450 | | |
| 1,559,884 | | |
| 762,393 | | |
| 17,100 | (9) | |
| 3,148,878 | |
Chief Legal Officer | |
| 2019 | | |
| 483,016 | | |
| 242,050 | | |
| 3,708,412 | | |
| 616,042 | | |
| 16,800 | (9) | |
| 5,066,320 | |
and Secretary | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Graham Lidgard | |
| 2021 | | |
| 574,336 | | |
| 323,925 | (10) | |
| 2,555,635 | (4) | |
| — | | |
| 38,778 | (11) | |
| 3,492,674 | |
Chief Science Officer | |
| 2020 | | |
| 500,702 | (12) | |
| 335,034 | (10) | |
| 1,559,884 | | |
| 762,393 | | |
| 17,100 | (9) | |
| 3,175,113 | |
| |
| 2019 | | |
| 477,447 | | |
| 238,750 | | |
| 3,708,412 | | |
| 616,042 | | |
| 16,800 | (9) | |
| 5,057,451 | |
Jacob Orville(12) | |
| 2021 | | |
| 477,831 | | |
| 224,581 | | |
| 1,865,658 | (4) | |
| — | | |
| 18,035 | (9) | |
| 2,586,104 | |
General Manager, Pipeline | |
| 2020 | | |
| 407,212 | | |
| 227,120 | | |
| 797,320 | | |
| 389,694 | | |
| 17,100 | (9) | |
| 1,838,445 | |
| |
| 2019 | | |
| 331,731 | (13) | |
| 370,137 | (14) | |
| 3,291,960 | | |
| — | | |
| 341,800 | (15) | |
| 4,335,628 | |
Everett Cunningham(16) | |
| 2021 | | |
| 137,500 | | |
| 540,475 | (17) | |
| 8,864,293 | (4) | |
| — | | |
| 330,285 | (18) | |
| 9,872,553 | |
Chief Commercial
Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
(1) |
The amounts shown in this column indicate the grant date fair
value of stock awards computed in accordance with FASB ASC Topic 718. Generally, the grant date fair value is the amount that we would
expense in our financial statements over the award’s vesting schedule. For additional information regarding the assumptions made
in calculating these amounts, see the Notes to our audited, consolidated financial statements included in our Annual Report on Form 10-K
for 2021. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that may be recognized
by our NEOs. |
|
(2) |
The amounts shown in this column indicate the grant date fair
value of option awards computed in accordance with FASB ASC Topic 718. Generally, the grant date fair value is the amount that we would
expense in our financial statements over the award’s vesting schedule. For additional information regarding the assumptions made
in calculating these amounts, see the Notes to our audited, consolidated financial statements included in our Annual Report on Form 10-K
for 2021. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that may be recognized
by our NEOs. |
|
(3) |
Mr. Conroy elected to defer payment of 50% of this amount
pursuant to the Company’s Executive Deferred Compensation Plan. |
|
(4) |
The PSUs granted in 2021 are valued at target as a result of
which this amount includes PSU amounts for Mr. Conroy, Mr. Elliott, Mr. Coward, Mr. Lidgard, Mr. Orville and Mr. Cunningham of $6,133,376,
$715,548, $536,698, $715,548, $536,698 and $452,392, respectively. Assuming maximum performance, this amount would include PSU amounts
for Mr. Conroy, Mr. Elliott, Mr. Coward, Mr. Lidgard, Mr. Orville and Mr. Cunningham of $12,266,753, $1,431,096, $1,073,396, $1,431,096,
$1,073,396 and $904,783, respectively. |
|
(5) |
Represents (i) a matching contribution to our 401(k) plan
paid in shares of our common stock and reimbursement for annual credit card fee and (ii) $117,943 of personal travel expenses paid by the Company on behalf of Mr. Conroy pursuant to the Chartered Aircraft Policy. |
|
|
(6)
|
Represents (i) a matching contribution to our 401(k) plan
paid in shares of our common stock and reimbursement for annual credit card fee and (ii) $28,631 of personal travel expenses paid
by the Company on behalf of Mr. Conroy pursuant to the Chartered Aircraft Policy. |
|
(7)
|
Mr. Conroy elected to defer payment of 100% of this amount
pursuant to the Company’s Executive Deferred Compensation Plan. |
|
(8)
|
Represents (i) a matching contribution to our 401(k) plan
paid in shares of our common stock and reimbursement for annual credit card fee and (ii) $9,152 paid by the Company to Mr. Conroy
for travel, lodging and other expenses incurred in respect of Mr. Conroy’s spouse’s attendance at a Company sales conference. |
|
(9)
|
Represents a matching contribution to our 401(k) plan paid
in shares of our common stock and reimbursement for annual credit card fee. |
|
(10) |
Mr. Lidgard elected to defer payment of 75% of this amount
pursuant to the Company’s Executive Deferred Compensation Plan. |
|
(11)
|
Represents (i) a matching contribution to our 401(k) plan paid
in shares of our common stock and (ii) a retirement gift valued at $21,378. |
|
(12) |
Mr. Lidgard elected to defer payment of 35% of this amount
pursuant to the Company’s Executive Deferred Compensation Plan. |
|
(13) |
Mr. Orville was hired in February 2019. |
|
(14) |
Represents (i) $170,137 in incentive compensation bonus
and (ii) a one-time payment of $200,000 in respect of a signing bonus owed to Mr. Orville in connection with his appointment
as Senior Vice President, Pipeline in February 2019. |
|
(15) |
Represents (i) a matching contribution to our 401(k) plan
paid in shares of our common stock and (ii) $325,000 paid in respect of certain relocation and travel stipends paid to Mr. Orville
in connection with his appointment as Senior Vice President, Pipeline in February 2019. |
|
(16) |
Mr. Cunningham was hired in October 2021. |
|
(17) |
Represents (i) $90,475 in incentive compensation bonus
and (ii) a one-time payment of $450,000 in respect of a signing bonus owed to Mr. Cunningham in connection with his appointment
as Chief Commercial Officer in October 2021. |
|
(18) |
Represents (i) $270,080 paid in respect of certain relocation
and travel stipends and (ii) $60,180 paid in respect to a home security system to Mr. Cunningham in connection with his appointment
as Chief Commercial Officer in October 2021. |
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