Exact Sciences Stockholders Approve Abbott Merger as Executive Pay Proposal Fails

Exact Sciences held a special meeting to vote on proposals related to its merger agreement with Abbott Laboratories.

Published on Feb. 23, 2026

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Exact Sciences (NASDAQ:EXAS) held a special meeting of stockholders on February 20, 2026, to vote on proposals related to its previously announced merger agreement with Abbott Laboratories. The stockholders approved the merger agreement proposal but failed to approve the executive compensation proposal.

Why it matters

The approval of the merger agreement with Abbott Laboratories is a significant milestone for Exact Sciences, as it paves the way for the combination of the two companies. However, the failure to approve the executive compensation proposal suggests some stockholder discontent with the compensation arrangements related to the merger.

The details

At the special meeting, stockholders were asked to vote on three proposals: the merger agreement proposal, the compensation proposal, and the adjournment proposal. The merger agreement proposal, which called for the adoption of the merger agreement between Exact Sciences, Abbott Laboratories, and Badger Merger Sub I Inc., was approved by the stockholders. The compensation proposal, which sought an advisory, non-binding vote to approve compensation that may be paid or become payable to Exact Sciences' named executive officers related to the merger, was not approved. The adjournment proposal, which would have allowed the meeting to be adjourned if necessary to solicit additional proxies, was approved.

  • The special meeting of Exact Sciences stockholders was held on February 20, 2026.
  • The company expects the merger transaction to be completed before the end of the second quarter of calendar year 2026.

The players

Exact Sciences

A molecular diagnostics company headquartered in Madison, Wisconsin, dedicated to the early detection and prevention of cancer. Exact Sciences' flagship product is the Cologuard® noninvasive, stool-based DNA screening test for colorectal cancer.

Abbott Laboratories

A global healthcare company that develops and manufactures a wide range of medical devices, diagnostic equipment, nutritional products, and branded generic pharmaceuticals.

Kevin Conroy

The chairman of Exact Sciences' board of directors.

James Herriott

The senior vice president, general counsel, and secretary of Exact Sciences.

James J. Raitt

The inspector of election for the meeting, engaged by Broadridge Financial Solutions, Inc.

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What they’re saying

“Statements made during the meeting about the company's expectations, plans, and prospects constituted forward-looking statements and reflected management's views only as of February 20, 2026.”

— James Herriott, Senior Vice President, General Counsel, and Secretary (Exact Sciences)

“We continued to seek all necessary regulatory approvals and expected the merger transaction would be completed before the end of the second quarter of calendar year 2026.”

— Exact Sciences Management (Exact Sciences)

What’s next

The final voting results will be reported in a Form 8-K to be filed with the SEC within four business days of the meeting date.

The takeaway

The approval of the merger agreement with Abbott Laboratories is a significant milestone for Exact Sciences, but the failure to approve the executive compensation proposal suggests some stockholder discontent with the compensation arrangements related to the merger. The company still needs to obtain the remaining regulatory approvals, which it expects to complete by the end of the second quarter of 2026.