MYGN Myriad Genetics Inc - 8-K

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, D irector and Consultant Equity Incentive Plan .

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

(+) Management contract or compensatory plan arrangement