Shareholders of Exact Sciences (NASDAQ: EXAS) back Abbott acquisition

Rhea-AI Filing Summary

Exact Sciences Corporation reported the results of a special shareholder meeting held to vote on its planned merger with Abbott Laboratories. Stockholders holding 128,906,310 shares, or 67.56% of shares entitled to vote as of the January 9, 2026 record date, were present, constituting a quorum.

Stockholders voted 128,431,562 shares for, 386,941 against, and 87,807 abstaining to adopt the Merger Agreement, effectively approving the merger with Abbott. An advisory proposal on merger-related executive compensation received 42,290,727 votes for and 85,655,344 against, so it was not approved. A proposal to permit adjournment of the meeting, if necessary, received 123,806,529 votes for and 4,845,599 against, and was approved. Completion of the merger remains subject to customary closing conditions, including required regulatory approvals.

Insights

M&A and corporate governance analyst

Shareholders approved the Abbott merger but rejected merger-linked pay.

The vote strongly supports Exact Sciences’ sale to Abbott Laboratories, with 128,431,562 shares cast in favor of adopting the Merger Agreement versus 386,941 against. This indicates broad shareholder backing for the transaction structure and consideration as previously outlined in the merger documentation.

However, the advisory vote on compensation tied to the merger drew 85,655,344 votes against and 42,290,727 for, signaling investor discomfort with executive pay arrangements linked to the deal. The adjournment authority also passed with 123,806,529 votes for, providing procedural flexibility if needed.

Closing remains conditioned on “customary” requirements, including regulatory approvals. Until those conditions are satisfied or waived, Exact Sciences will continue to operate independently while preparing for integration as a wholly owned subsidiary of Abbott upon completion.

EXACT SCIENCES CORP false 0001124140 0001124140 2026-02-20 2026-02-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 20, 2026

EXACT SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35092		02-0478229
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5505 Endeavor Lane
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 (see General Instruction A.2. of Form 8-K):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		EXAS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On February 20, 2026, Exact Sciences Corporation, a Delaware corporation (“Exact”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), among Exact, Abbott Laboratories, an Illinois corporation (“Parent”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for, among other things and subject to the conditions contained in the Merger Agreement, the merger of Merger Sub with and into Exact (the “Merger”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Parent.

As of the close of business on January 9, 2026, the record date for the Special Meeting (the “Record Date”), there were 190,810,202 shares of Exact common stock outstanding and entitled to vote at the Special Meeting. Each share of Exact common stock outstanding as of the close of business on the Record Date was entitled to one vote on each matter voted on at the Special Meeting. At the Special Meeting, the holders of record of 128,906,310 shares, or 67.56%, of Exact common stock entitled to vote at the Special Meeting (thus holding a majority of the votes entitled to be cast at the Special Meeting) were present in person or by proxy, constituting a quorum for the purpose of conducting business at the Special Meeting.

At the Special Meeting, the following proposals were considered: a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”); a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Exact’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). For more information on each of these proposals, see Exact’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 9, 2026. The final voting results for each proposal at the Special Meeting are as follows:

1. Merger Agreement Proposal

For		Against		Abstain		Broker Non-Votes
128,431,562		386,941		87,807		0

2. Compensation Proposal

For		Against		Abstain		Broker Non-Votes
42,290,727		85,655,344		960,239		0

3. Adjournment Proposal

For		Against		Abstain		Broker Non-Votes
123,806,529		4,845,599		254,182		0

Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.

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.

Date: February 20, 2026				Exact Sciences Corporation
				By:		/s/ James Herriott
						James Herriott
						Senior Vice President, General Counsel and Secretary

FAQ

What did Exact Sciences (EXAS) shareholders decide about the Abbott merger?

Shareholders voted to adopt the Merger Agreement with Abbott Laboratories, with 128,431,562 votes for and 386,941 against. This approval allows the planned merger to move forward, subject to remaining closing conditions and required regulatory approvals.

How many Exact Sciences (EXAS) shares were represented at the special meeting?

Holders of 128,906,310 shares, or 67.56% of Exact Sciences’ common stock outstanding as of January 9, 2026, were present in person or by proxy. This level of participation constituted a quorum for conducting official business at the special meeting.

What was the outcome of the merger-related executive compensation vote for EXAS?

The advisory vote on merger-related executive compensation was not approved, receiving 42,290,727 votes for and 85,655,344 against. While nonbinding, this signals shareholder opposition to the proposed compensation tied to the Abbott merger and related transactions.

Did Exact Sciences (EXAS) shareholders approve the adjournment proposal?

Yes. The adjournment proposal received 123,806,529 votes for, 4,845,599 against, and 254,182 abstentions. Approval of this item allowed the company flexibility to adjourn and reconvene the meeting if additional proxy solicitation had become necessary.

Is the Exact Sciences (EXAS) merger with Abbott now finalized?

No. Although shareholders approved the Merger Agreement, completion of the transaction remains subject to “customary closing conditions.” These include obtaining required regulatory approvals before Exact Sciences can become a wholly owned subsidiary of Abbott Laboratories.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB