SEC Form 8-K filed by QuidelOrtho Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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. ☐
On May 20, 2025, QuidelOrtho Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting, the Company’s stockholders approved the adoption of the Company’s Second Amended and Restated 2018 Equity Incentive Plan (the “Second A&R 2018 Plan”) to amend and restate the Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to (1) increase the number of shares of the Company’s common stock authorized for issuance under the 2018 Plan by 6,200,000 shares; (2) extend the term of the 2018 Plan to May 20, 2035; and (3) make related administrative changes.
For additional information regarding the Second A&R 2018 Plan, please refer to the heading “Summary of the Second Amended and Restated 2018 Equity Incentive Plan” contained in Proposal 2 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025 (the “Proxy Statement”).
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Second A&R 2018 Plan, which is filed hereto as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following are the final voting results on proposals considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement.
Proposal No. 1
The Company’s stockholders elected the eleven director nominees to the Company’s Board of Directors by the votes set forth in the table below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Brian J. Blaser |
59,138,889 | 321,909 | 3,395,934 | |||||||||
| Kenneth F. Buechler, Ph.D. |
56,977,744 | 2,483,054 | 3,395,934 | |||||||||
| John R. Chiminski |
59,197,660 | 263,138 | 3,395,934 | |||||||||
| Evelyn S. Dilsaver |
58,981,998 | 478,800 | 3,395,934 | |||||||||
| R. Scott Huennekens |
57,592,571 | 1,868,227 | 3,395,934 | |||||||||
| Edward L. Michael |
58,956,730 | 504,068 | 3,395,934 | |||||||||
| Mary Lake Polan, M.D., Ph.D., M.P.H. |
58,499,916 | 960,882 | 3,395,934 | |||||||||
| Ann D. Rhoads |
58,295,029 | 1,165,769 | 3,395,934 | |||||||||
| Matthew W. Strobeck, Ph.D. |
59,181,025 | 279,773 | 3,395,934 | |||||||||
| Kenneth J. Widder, M.D. |
58,150,438 | 1,310,360 | 3,395,934 | |||||||||
| Joseph D. Wilkins Jr. |
58,659,151 | 801,647 | 3,395,934 | |||||||||
Proposal No. 2
The Company’s stockholders approved the adoption of the Second A&R 2018 Plan by the votes set forth in the table below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 56,197,594 | 3,246,510 | 16,694 | 3,395,934 |
Proposal No. 3
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the votes set forth in the table below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 53,564,697 | 5,878,744 | 17,357 | 3,395,934 |
Proposal No. 4
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year by the votes set forth in the table below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 62,737,831 | 67,035 | 51,866 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is filed with this Form 8-K:
| Exhibit |
Description of Exhibit | |
| 10.1 | QuidelOrtho Corporation Second Amended and Restated 2018 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document. | |
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: May 27, 2025
| QUIDELORTHO CORPORATION | ||
| By: | /s/ Michelle A. Hodges | |
| Name: | Michelle A. Hodges | |
| Its: | Secretary | |