EXACT SCIENCES CORP 8-K

What Happened Exact Sciences Corporation held a special meeting of stockholders on February 20, 2026 and shareholders approved the Agreement and Plan of Merger dated November 19, 2025 among Exact, Abbott Laboratories (Parent) and Badger Merger Sub I. As proposed, Merger Sub would merge into Exact, with Exact surviving as a direct, wholly owned subsidiary of Abbott. The record date for voting was January 9, 2026 (190,810,202 shares outstanding); 128,906,310 shares (67.56%) were present in person or by proxy, constituting a quorum.

Key Details

• Merger Agreement vote: For 128,431,562; Against 386,941; Abstain 87,807; Broker non-votes 0.
• Advisory Compensation vote (nonbinding): For 42,290,727; Against 85,655,344; Abstain 960,239 — the advisory proposal did not carry.
• Adjournment vote: For 123,806,529; Against 4,845,599; Abstain 254,182.
• Closing of the Merger remains subject to customary closing conditions, including required regulatory approvals.

Why It Matters Shareholder approval of the merger agreement is a major corporate milestone that clears a primary corporate vote required to proceed with Abbott’s planned acquisition of Exact Sciences. However, the transaction is not complete — it still requires satisfaction or waiver of closing conditions and regulatory approvals, so timing and finality remain contingent. The failed advisory vote on merger-related executive compensation is nonbinding but signals shareholder dissatisfaction with the proposed compensation arrangements tied to the deal.