Myriad Genetics expands equity plans after 2026 vote

Myriad Genetics, Inc. reported the results of its 2026 Annual Meeting of Stockholders.

Accepted by SEC EDGAR 06/04/2026 - 04:08 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Myriad Genetics, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the Amended and Restated 2012 Employee Stock Purchase Plan, increasing the shares authorized for issuance under the plan by an additional 4,000,000 shares.

They also approved the 2026 Employee, Director and Consultant Equity Incentive Plan, which provides for 6,400,000 shares of common stock plus 2,063,567 shares rolled over from the 2017 plan, for a total of 8,463,567 shares, with the reserve potentially rising to a maximum of 8,659,575 shares as prior awards lapse. Three Class III directors were elected to terms expiring at the 2029 annual meeting, Ernst & Young LLP was ratified as independent auditor for the year ending December 31, 2026, and an advisory vote approved named executive officer compensation. A quorum of 77,758,631 shares, representing approximately 82.33% of the 94,443,029 shares outstanding as of the April 8, 2026 record date, was present or represented.

Insights

Equity compensation and governance analyst

Shareholders backed sizable but typical equity and purchase plans.

Stockholders of Myriad Genetics approved both an expanded employee stock purchase plan and a new 2026 equity incentive plan. The 4,000,000 additional purchase-plan shares and up to 8,659,575 shares under the equity plan support ongoing employee and director compensation using stock rather than cash.

These authorizations can contribute to future dilution, but they were adopted through normal annual-meeting processes, alongside director elections, auditor ratification, and advisory approval of executive pay. Support levels across proposals were strong, indicating broad stockholder acceptance of the company’s current compensation and governance framework.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ESPP share increase: 4,000,000 shares 2026 Plan new shares: 6,400,000 shares Rollover shares from 2017 Plan: 2,063,567 shares +5 more

8 metrics

ESPP share increase 4,000,000 shares Additional shares authorized under Amended and Restated 2012 Employee Stock Purchase Plan

2026 Plan new shares 6,400,000 shares New shares authorized under 2026 Employee, Director and Consultant Equity Incentive Plan

Rollover shares from 2017 Plan 2,063,567 shares Shares remaining under 2017 plan rolled into 2026 Plan

2026 Plan total initial reserve 8,463,567 shares Sum of new and rollover shares under 2026 Plan

2026 Plan maximum reserve 8,659,575 shares Maximum shares if certain 2017 Plan awards lapse after the meeting date

Shares outstanding 94,443,029 shares Common stock outstanding as of April 8, 2026 record date

Quorum shares present 77,758,631 shares Shares present or represented by proxy, about 82.33% of outstanding

Auditor ratification votes for 76,302,595 votes Votes for ratifying Ernst & Young LLP for year ending December 31, 2026

Key Terms

Employee Stock Purchase Plan, Equity Incentive Plan, broker non-votes, advisory basis, +1 more

5 terms

Employee Stock Purchase Plan financial

"stockholders approved an amendment to the Company's Amended and Restated 2012 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Equity Incentive Plan financial

"the Company's 2026 Employee, Director and Consultant Equity Incentive Plan (the “2026 Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

broker non-votes financial

"Votes | Votes | Votes | Broker For | Against | Abstained | Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers"

independent registered public accounting firm financial

"Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity plans did Myriad Genetics (MYGN) stockholders approve at the 2026 meeting?

Stockholders approved an amendment to the 2012 Employee Stock Purchase Plan adding 4,000,000 shares and adopted the 2026 Employee, Director and Consultant Equity Incentive Plan, authorizing 6,400,000 new shares plus 2,063,567 rollover shares from the 2017 plan, for 8,463,567 total.

How many shares can be issued under Myriad Genetics’ 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan covers 6,400,000 new shares plus 2,063,567 rollover shares from the 2017 plan, totaling 8,463,567 shares. The reserve may increase up to a maximum of 8,659,575 shares as prior 2017 plan awards are forfeited, expire, or are cancelled.

Did Myriad Genetics (MYGN) stockholders approve the amendment to the 2012 Employee Stock Purchase Plan?

Yes. Stockholders approved the amendment to the Amended and Restated 2012 Employee Stock Purchase Plan, increasing the aggregate number of shares of common stock available for issuance under the plan by an additional 4,000,000 shares, supporting continued employee stock purchases.

Which directors were elected at Myriad Genetics’ 2026 Annual Meeting and for how long?

Stockholders elected Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D. as Class III directors. Each will serve a term expiring at the 2029 Annual Meeting of Stockholders, continuing until a successor is elected and qualified or earlier death, resignation, retirement or removal.

Was Ernst & Young LLP ratified as Myriad Genetics’ independent auditor for 2026?

Yes. Stockholders ratified the selection of Ernst & Young LLP as Myriad Genetics’ independent registered public accounting firm for the year ending December 31, 2026, with 76,302,595 votes for, 1,391,172 votes against, and 64,864 abstentions recorded in the tally.

What level of shareholder participation did Myriad Genetics (MYGN) have at the 2026 Annual Meeting?

The meeting had a strong quorum, with 77,758,631 shares present via webcast or represented by proxy. This represented approximately 82.33% of the 94,443,029 shares of common stock outstanding as of the April 8, 2026 record date for the Annual Meeting.

Did Myriad Genetics stockholders approve executive compensation on an advisory basis in 2026?

Yes. The advisory vote on the compensation of Myriad Genetics’ named executive officers, as disclosed in the company’s proxy statement, was approved. The vote total was 59,356,710 shares for, 3,098,966 against, 47,644 abstentions, and 15,255,311 broker non-votes recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000899923false00008999232026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  June 4, 2026

MYRIAD GENETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-26642

87-0494517

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

322 North 2200 West

Salt Lake City, Utah 84116

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (801) 584-3600

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:

☐			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

MYGN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As reported below in Item 5.07, Myriad Genetics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company's stockholders approved an amendment to the Company's Amended and Restated 2012 Employee Stock Purchase Plan (the "Purchase Plan"), to increase the number of shares authorized for issuance under the Purchase Plan by an additional 4,000,000 shares. A summary of the material terms of the Purchase Plan is set forth in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 14, 2026 (the “Proxy Statement”). A copy of the Purchase Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additionally, at the Annual Meeting, the Company's stockholders approved the Company's 2026 Employee, Director and Consultant Equity Incentive Plan (the “2026 Plan”). The 2026 Plan provides for the issuance of 6,400,000 shares of Company common stock plus 2,063,567 shares of Company common stock that remained available for grant under the Company's 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”), as of the date of the Annual Meeting, and were rolled over and became available for issuance under the 2026 Plan, for a total of 8,463,567 shares. The share reserve under the 2026 Plan may also be increased by shares underlying awards granted under the 2017 Plan that are forfeited, expire, or are cancelled without the delivery of shares on or after the date of the Annual Meeting, up to a maximum of 8,659,575 shares. No future awards will be granted under the 2017 Plan.

A summary of the material terms of the 2026 Plan is set forth in the Proxy Statement. A copy of the 2026 Plan is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

On June 4, 2026, the Company held its Annual Meeting. Of the 94,443,029 shares of Company common stock outstanding as of the record date of April 8, 2026, a quorum of 77,758,631 shares, or approximately 82.33% of the outstanding shares of Company common stock, was present via webcast or represented by proxy.

The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter.

Proposal No. 1: Election of Directors

						Votes									Votes									Votes						Broker
						For									Against									Abstained						Non-Votes
Paul M. Bisaro						61,842,900									637,156									23,264						15,255,311
Rashmi Kumar						60,399,633									2,071,375									32,312						15,255,311
Lee N. Newcomer, M.D						61,576,936									894,837									31,547						15,255,311

Each of Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D. was elected to serve as a Class III director of the Company for a term expiring at the 2029 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement or removal.

Proposal No. 2: Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

Votes

Votes

Votes

For

Against

Abstained

76,302,595

1,391,172

64,864

The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 was approved by stockholders.

Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers, as Disclosed in the Proxy Statement

Votes

Votes

Votes

Broker

For

Against

Abstained

Non-Votes

59,356,710

3,098,966

47,644

15,255,311

The advisory vote to approve the compensation of the Company's named executive officers, as disclosed in the proxy statement, was approved by stockholders.

Proposal No. 4: Approval of the Proposed Amendment to the Amended and Restated 2012 Employee Stock Purchase Plan

Votes

Votes

Votes

Broker

For

Against

Abstained

Non-Votes

61,812,338

650,741

40,241

15,255,311

The stockholders voted to approve the proposed amendment to the Purchase Plan to increase the aggregate number of shares of common stock available for issuance under the Purchase Plan by an additional 4,000,000 shares.

Proposal No. 5: Approval of the Proposed 2026 Employee, Director and Consultant Equity Incentive Plan

Votes

Votes

Votes

Broker

For

Against

Abstained

Non-Votes

59,389,193

3,066,087

48,040

15,255,311

The stockholders voted to approve the 2026 Plan.

ITEM 9.01    Financial Statements and Exhibits.

Exhibit Number						Description
10.1+						Amended and Restated 2012 Employee Stock Purchase Plan, as amended.
10.2+						2026 Employee, Director and Consultant Equity Incentive Plan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

(+) Management contract or compensatory plan arrangement

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.

			MYRIAD GENETICS, INC.
Date: June 4, 2026			By:			/s/ Benjamin R. Wheeler
						Benjamin R. Wheeler
						Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 55.0 KB
• EX-10.2 EX-10.2 147.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB