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): December 10, 2024
(Exact name of registrant as specified in its charter)
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ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 10, 2024, the Board of Directors (the “Board”) of Myriad Genetics, Inc. (the "Company") approved an increase in the size of the Board from eight to nine members and appointed Mark S. Davis to fill the newly created vacancy, effective immediately, to serve as a Class I Director with a term expiring at the Company's 2027 Annual Meeting of Stockholders. The Board has determined that Mr. Davis (i) meets the independence requirements of the Securities and Exchange Commission ("SEC") and Nasdaq Stock Market Rules and (ii) is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Board appointed Mr. Davis to serve on the Audit and Finance Committee of the Board, effective immediately.
Mr. Davis will be compensated for his service as director on the same basis as other non-employee directors of the Company, as more fully described in the Company's non-employee director compensation policy (the “Non-Employee Director Compensation Policy”), a copy of which has been filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2024 and incorporated by reference herein, as well as the “Director Compensation” section of the Company's definitive proxy statement for the 2024 Annual Meeting of Stockholders filed with the SEC on April 17, 2024. Pursuant to the Non-Employee Director Compensation Policy, in connection with his appointment to the Board, Mr. Davis was granted a restricted stock unit award for shares of Company common stock having an aggregate value of $350,000. The foregoing grant will vest one year following the grant date. Mr. Davis also entered into the Company's standard indemnification agreement for directors.
There are no arrangements or understandings between Mr. Davis and any other person pursuant to which he was selected to serve on the Board, and Mr. Davis is not party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.
On December 10, 2024, the Company issued a press release announcing the appointment of Mr. Davis to the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (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.
| MYRIAD GENETICS, INC. | ||||||||
| Date: December 10, 2024 | By: | /s/ Scott J. Leffler | ||||||
| Scott J. Leffler | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
News Release
Myriad Genetics Expands Board of Directors with Election of Mark S. Davis as New Board Member
SALT LAKE CITY, December 10, 2024 -- Myriad Genetics, Inc. (NASDAQ: MYGN), a leader in genetic testing and precision medicine, announced the election of Mark S. Davis to its Board of Directors, effective immediately, expanding the Board from eight to nine members. Additionally, Davis was also appointed to the Audit and Finance Committee of Myriad’s Board.
Davis is the Senior Relationship and Growth Advisor for Cross Country Consulting. Previously, Davis enjoyed a distinguished career at Deloitte & Touche LLP from 1985 until September 2024, serving in senior roles including Audit Partner, National Managing Partner of Deloitte Private Enterprises, and Managing Partner of the Long Island office. In June 2024, he was appointed to the board of directors of Yext, Inc., where he serves as a director and member of the audit committee. Davis is also a member of the advisory board of NYU-Winthrop Hospital, and the Board of Trustees at Adelphi University, where he serves on the finance and investment committee as well as the audit committee. He holds a B.B.A. from Adelphi University and is a certified public accountant.
“We are honored to welcome Mark Davis to Myriad Genetics’ Board,” said Louise Phanstiel, Chair of the Board of Myriad Genetics. “Mark brings a wealth of knowledge and experience in financial accounting and public company reporting, which was developed over nearly four decades of diverse management and executive leadership at Deloitte & Touche LLP. We believe that Mark’s insights will help Myriad Genetics shape our future direction and contribute to generating long-term shareholder value.”
"I am inspired by the long-standing commitment of Myriad Genetics to serve patients and healthcare providers as a leader in precision medicine," said Davis. "I look forward to collaborating with the board and leadership team to further advance genetic insights into actionable solutions that have a positive impact on the lives of patients and drive shareholder value creation."
About Myriad Genetics
Myriad Genetics is a leading genetic testing and precision medicine company dedicated to advancing health and well-being for all. Myriad develops and offers genetic tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where genetic insights can significantly improve patient care and lower healthcare costs. For more information, visit www.myriad.com.
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the company’s belief that the addition of Mark Davis to the Board will help shape the company’s future direction and contribute to generating long-term shareholder value. These “forward-looking
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the company’s belief that the addition of Mark Davis to the Board will help shape the company’s future direction and contribute to generating long-term shareholder value. These “forward-looking
statements” are management’s expectations of future events as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially and adversely from those anticipated. Such factors include those risks described in the company’s filings with the U.S. Securities and Exchange Commission, including the company’s Annual Report on Form 10-K filed on February 28, 2024, as well as any updates to those risk factors filed from time to time in the company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Myriad is not under any obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
Investor Contact
Matt Scalo
(801) 584-3532
IR@myriad.com
Media Contact
Glenn Farrell
(385) 318-3718
PR@myriad.com
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