Exact Sciences Stockholders Approve Abbott Merger as Executive Pay Proposal Fails at Special Meeting

Key Points

• Merger with Abbott approved: Stockholders voted to adopt the November 19, 2025 merger agreement to combine Exact Sciences with Abbott, while the advisory executive compensation proposal tied to the deal was not approved.
• Management said it expects the transaction to close before the end of Q2 2026 subject to required regulatory approvals and noted there is ongoing merger-related litigation disclosed in its SEC filings.
• The adjournment proposal passed, and final vote tallies will be included in the inspector’s report and filed with the SEC on a Form 8-K within four business days.

Exact Sciences NASDAQ: EXAS held a special meeting of stockholders on February 20, 2026, to vote on proposals related to its previously announced merger agreement with Abbott Laboratories. Kevin Conroy, chairman of Exact Sciences’ board of directors, presided over the virtual meeting. James Herriott, the company’s senior vice president, general counsel, and secretary, served as secretary of the meeting.

Conroy said members of the board were in attendance and noted that James J. Raitt of American Election Services, LLC was serving as inspector of election for the meeting, having been engaged by Broadridge Financial Solutions, Inc.

Forward-looking statements and filings referenced

Herriott reminded stockholders that statements made during the meeting about the company’s expectations, plans, and prospects constituted forward-looking statements and reflected management’s views only as of February 20, 2026. He said those statements were subject to risks and uncertainties that could cause actual results to differ materially.

Herriott pointed stockholders to the “Risk Factors” section of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed February 13, 2026, as well as the definitive proxy statement for the meeting filed January 9, 2026, and related supplemental filings.

Quorum confirmed; three proposals presented

Herriott reported that notice of the meeting was mailed by Broadridge on or about January 9, 2026, to stockholders of record as of the close of business that day, in accordance with Delaware law and the company’s bylaws. As of the record date, Exact Sciences had 190,810,202 shares of common stock outstanding and entitled to vote.

Based on information provided by the inspector of election, holders of a majority of the outstanding shares entitled to vote were present in person or by proxy, and a quorum was declared.

Stockholders were asked to vote on three matters described in the proxy statement:

• Merger agreement proposal: adoption of the agreement and plan of merger dated November 19, 2025, among Exact Sciences, Abbott Laboratories, and Badger Merger Sub I Inc., providing for the merger of Badger Merger Sub I Inc. with and into Exact Sciences. The board recommended a vote “for.”
• Compensation proposal: an advisory, non-binding vote to approve compensation that may be paid or become payable to Exact Sciences’ named executive officers that is based on or otherwise related to the merger and the transactions it contemplates. The board recommended a vote “for.”
• Adjournment proposal: approval of an adjournment of the meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the merger agreement proposal. The board recommended a vote “for.”

Stockholder questions: regulatory timeline and litigation

During the question-and-answer portion of the meeting, management addressed two topics raised by stockholders.

In response to a question seeking an update on remaining regulatory approvals, the company said it continued to seek all necessary regulatory approvals and expected the merger transaction would be completed before the end of the second quarter of calendar year 2026.

Asked about litigation related to the merger, the company said it was not in a position to discuss the ongoing merger-related stockholder litigation beyond directing stockholders to the litigation-related disclosures in its SEC filings. Management specifically referenced a current report on Form 8-K filed February 10, 2026, and the Form 10-K filed February 13, 2026.

Preliminary results: merger approved; executive compensation proposal fails

The polls opened at 10:07 a.m. Central Time and closed at 10:08 a.m., according to the meeting proceedings. Herriott then shared preliminary voting results based on shares represented by valid proxies on file.

According to those preliminary results:

• The merger agreement proposal was approved.
• The compensation proposal was not approved.
• The adjournment proposal was approved.

Herriott said final votes would be included in the inspector of election’s report and filed with the meeting minutes. He added that the final voting results would also be reported in a Form 8-K to be filed with the SEC within four business days of the meeting date. Conroy then adjourned the meeting, stating there was no further business.

About Exact Sciences NASDAQ: EXAS

Exact Sciences Corporation is a molecular diagnostics company headquartered in Madison, Wisconsin, dedicated to the early detection and prevention of cancer. The company's flagship product, Cologuard®, is a noninvasive, stool-based DNA screening test for colorectal cancer that was developed in collaboration with the Mayo Clinic. By combining DNA mutation analysis with hemoglobin detection, Cologuard aims to improve screening adherence and identify cancers and precancerous lesions in average-risk adults.

Since its founding in 1995, Exact Sciences has expanded its portfolio through strategic acquisitions and internal research and development.

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