UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Myriad Genetics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MYRIAD GENETICS, INC.

‘‘At our core we are a genetics and information company. Our goal is to empower patients, as consumers, and their physicians and our payer partners with the data to help guide treatment decisions, improve clinical outcomes and lower healthcare costs. As we look forward, we are confident we can deliver on our mission to be a trusted advisor, and the opportunity to transform our business, and strategically position Myriad Genetics for sustainable growth and profitability.’’

Paul J. Diaz, President and CEO, Myriad Genetics

October 10, 201815, 2020

Dear Stockholders,Stakeholders,

You are cordially invited to attend the 2018 Annual Meeting of Stockholders ofFrom its beginning 29 years ago, Myriad Genetics Inc. (the “Annual Meeting”) to be held at 8:00 a.m. MST on November 29, 2018, at our offices at 320 Wakara Way, Salt Lake City, Utah. Details regarding the meeting,has been in the business of improving and saving lives by unlocking the power of genetics and precision medicine. We empower patients with the information they need to be conducted,take control of their own health and information aboutwellness, and healthcare professionals with data-driven genetic insights to better diagnose, treat and prevent disease. Our purpose is clear and our mission has never been more relevant than it is today. This ability to proactively impact patients, and accelerate the transition to a healthcare system that is patient-centered, and focused on prevention and early detection is what compelled me to join Myriad Genetics. It is a passion shared by my 2,700 Myriad teammates around the world.

Market trends

The challenges and pressures on our current healthcare system reinforce the opportunity for Myriad Genetics Inc.to play a meaningful role in transforming healthcare and precision medicine, building on our long-standing record of innovation and leadership in women’s health, oncology and neuroscience.

These trends include:

Business Opportunity

These market trends create new opportunities to position Myriad Genetics, and our products and services, for growth and commercial success through enhanced customer service levels and a stronger alignment of our value proposition with physicians and payers. Patient safety, quality, and service excellence are paramount. We are committed to creating a superior end-to-end experience in everything we do, making it easier for patients, physicians, and our payer partners to do business with us. We also believe that by leveraging our R&D and technology capabilities and commercial platform we can improve our go-to-market strategies and more quickly adapt to evolving customer preferences and market dynamics.

There are also meaningful ways for Myriad Genetics to improve its financial position, by reducing complexity and cost, and extending our commercial reach. We will embrace a growth mindset as we drive efficiency and productivity and focus our efforts on markets and products where we can lead. Finally, we are committed to developing a more disciplined approach to allocating our human and financial capital to drive growth and improve our investors’ return on invested capital.

Altogether, we have a powerful thesis for transformation and growth. The development of a comprehensive plan to improve our commercial capabilities and reset our base is underway, incorporating a range of external perspectives, industry best practices and internal learnings. Our initial focus will span sales, marketing, pricing, reimbursement and related areas. I look forward to sharing our future strategic vision as plans progress.

Business Highlights and Proposed Enhancements to Corporate Governance

The fiscal year ended June 30, 2020, was one of significant change for Myriad Genetics, its Board of Directors, its business, and the world at large. Before the COVID-19 pandemic hit the U.S., the company already was facing headwinds to its business operations and was starting to overcome these challenges. The pandemic created new hurdles beginning in the spring of 2020, including a worldwide economic contraction and severe disruption to the molecular diagnostics industry.

But the company is emerging from these setbacks, and I am excited to share with you should consider whena few examples of steps we have taken to improve our operations and governance as we accelerate growth:

As we move beyond the COVID-19 pandemic, given recent catalysts and future opportunities, we believe we are well positioned to return to growth and profitability.

Annual Shareholders Meeting

I sincerely hope you vote your shares are describedwill participate in this proxy statement.

At the Annual Meeting, two personsShareholders Meeting. The following actions will be electedproposed to our Board of Directors. We also will seek stockholder approval (i) of our proposal to increase the number of shares authorized under our 2017 Employee, Director and Consultant Equity Incentive Plan; and (ii) to ask stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2019. In addition, we will seek stockholder approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement. company for their vote to:

The Board of Directors recommends the approval of all of these proposals. Otherproposals, and other business will be transacted that may be properly addressed during the Annual Meeting.

Under SecuritiesMyriad Genetics is a purpose-driven organization committed to its mission to improve and Exchange Commission rules that allow companiessave lives by unlocking the power of genetics while delivering value to furnish proxy materialsall of its stakeholders. This mission is even more meaningful and relevant today than it was at the founding of our company 29 years ago. On behalf of the entire Myriad team, thank you for your continued support. We look forward to stockholdersworking diligently over the Internet, we have electednext year to deliver our proxy materials to the majority of our stockholders in this manner. We believe this process will facilitate the accelerated delivery of proxy materials, save costs and reduce the environmental impact of our Annual Meeting. On or about October 10, 2018, we began sending our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement for our 2018 Annual Meeting of Stockholders and our 2018 annual report on Form10-K to stockholders. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the meeting or not, it is importantreward that you cast your vote. You may vote over the Internet as well as by telephone. In addition, if you requested printed proxy materials, you may vote by completing, signing, dating and returning your proxy card by mail. You are urged to vote promptly in accordancesupport with the instructions provided in the Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you attend.superior company performance.

Sincerely,

Mark C. Capone

Paul J. Diaz

President and Chief Executive Officer

Your vote is important. Please vote as soon as possible by using the Internet or by telephone or, if you received a paper copy of the proxy card by mail, by completing, signing, dating, and returning the enclosed proxy card. Instructions for your voting options are described on the Notice of Internet Availability of Proxy Materials or proxy card.

MYRIAD GENETICS, INC.

320 Wakara Way

Salt Lake City, Utah 84108

NOTICE OF 20182020 ANNUAL MEETING OF STOCKHOLDERS

TIME: 8:00 a.m. MST

DATE: November 29, 2018

PLACE: The offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108

PURPOSES:

WHO MAY VOTE:

You may vote if you were an owner of record of Myriad Genetics, Inc. common stock at the close of business on October 2, 2018.7, 2020. A list of stockholders of record will be available atfor inspection online during the Annual Meeting at www.virtualshareholdermeeting.com/MYGN2020 and, during the 10 days prior to the meeting, at the office of the Secretary at the above address.Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108.

All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the meeting or not, please vote by following the instructions on the Notice of Internet Availability of Proxy Materials that you have previously received, or will shortly receive, which we refer to as the Notice, or in the section of this proxy statement entitled “Important‘‘Important Information About the Annual Meeting and Voting — How—How Do I Vote?”’’ or, if you requested printed proxy materials, your proxy card. You may change or revoke your proxy at any time before it is voted.

On or about October 10, 2018,15, 2020, we began sending the Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote at the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS

BY ORDER OF THE BOARD OF DIRECTORS

Richard M. Marsh

Secretary

Benjamin G. Jackson                                          

Secretary                                                             

October 10, 201815, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 29, 2018DECEMBER 4, 2020

This proxy statement and our annual report on Form10-K to stockholders for the fiscal year ended June 30, 20182020 are available for viewing, printing, and downloading atwww.proxyvote.com. . To view these materials, please have available your12-digit 16-digit control number(s) that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you may find a copy of our annual report on Form10-K, which includes our financial statements for the fiscal year ended June 30, 2018,2020, on the website of the Securities and Exchange Commission atwww.sec.gov, , or in the “Financial‘‘Financial Reporting/SEC Filings”Filings’’ section of the “Investors”‘‘Investors’’ section of our website atwww.myriad.com. .You also may obtain a printed copy of our annual report on Form10-K, as amended, including our financial statements from us, free of charge, by sending a written request to: Secretary, Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108. Exhibits will be provided upon written request and payment of an appropriate processing fee.

TABLE OF CONTENTS

MYRIAD GENETICS, INC.

320 WAKARA WAY

SALT LAKE CITY, UTAH 84108

(801)584-3600

PROXY STATEMENT FOR THE MYRIAD GENETICS, INC.

20182020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 29, 2018DECEMBER 4, 2020

This proxy statement, along with the accompanying Notice of 20182020 Annual Meeting of Stockholders, contains information about the 20182020 Annual Meeting of Stockholders of Myriad Genetics, Inc., including any adjournments or postponements of the annual meeting, which we refer to as the Annual Meeting. To attend the Annual Meeting please visit the following URL: www.virtualshareholdermeeting.com/MYGN2020.In this proxy statement, we refer to Myriad Genetics, Inc. as “Myriad,” “the‘‘Myriad,’’ ‘‘the Company,” “we”’’ ‘‘we’’ and “us.”‘‘us.’’

This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting. On or about October 10, 2018,15, 2020, we began sending the Notice of Internet Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, to all stockholders entitled to vote at the Annual Meeting.

IMPORTANT INFORMATION ABOUT THE

ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors of Myriad Genetics, Inc. is soliciting your proxy to vote at the Annual Meeting to be held at our offices, 320 Wakara Way, Salt Lake City, Utah,via webcast on November 29, 2018,Friday, December 4, 2020, at 8:00 a.m. MST and any adjournments of the Annual Meeting. The proxy statement, along with the accompanying Notice of 20182020 Annual Meeting of Stockholders, summarizes the purposes of the Annual Meeting and the information you need to know to vote at the meeting.

We have sent you the Notice and made this proxy statement, the Notice of 20182020 Annual Meeting of Stockholders, and our annual report on Form10-K to stockholders for the fiscal year ended June 30, 20182020 available to you on the Internetinternet because you owned shares of Myriad Genetics, Inc. common stock on the record date. We also have delivered printed versions of these materials to certain stockholders by mail. The Company commenced distribution of the Notice and the proxy materials to stockholders on or about October 10, 2018.15, 2020.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet,internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the Annual Meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice will provide instructions on how you may access and review all of the proxy materials and submit your proxy on the Internet or by telephone. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the enclosed proxy card, in addition to the other methods of voting described in this proxy statement.

Why Are You Holding a Virtual Annual Meeting?

Due to the public health impact of COVID-19 and to support the health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the annual meeting so they can ask questions of our board of directors or management, as time permits.

What Happens If There Are Technical Difficulties During the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call 1-(800) 586-1548 or international 1-(303) 562-9288.

Who Can Vote?

Only stockholders who owned Myriad Genetics, Inc. common stock at the close of business on October 2, 20187, 2020 are entitled to vote at the Annual Meeting. On this record date, there were 74,715,67175,206,891 shares of our common stock outstanding and entitled to vote. Common stock is our only class of voting stock.

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the meeting, will be voted at the meeting. For instructions on how to change or revoke your proxy, see “May‘‘May I Change or Revoke My Proxy?”’’ below.

How Many Votes Do I Have?

Each share of Myriad Genetics, Inc. common stock that you owned at the close of business on the record date, October 2, 2018,7, 2020, entitles you to one vote.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. To attend the annual meeting shareholders need to go to the following URL: www.virtualshareholdermeeting.com/MYGN2020 and enter their control number. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld foragainst each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the board’s recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:

		By Internet or by telephone
		To vote by Internet or telephone in advance of the meeting, follow the instructions included in the Notice or, if you received printed materials, in the proxy card, to vote by Internet or telephone.
		By mail
		If you received your proxy materials by mail, you can vote by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the board’s recommendations as noted below.
		At the meeting
		To vote by Internet directly during the webcast of the Annual Meeting, you will need to visit the following URL: www.virtualshareholdermeeting.com/MYGN2020 and enter your control number. To vote during the annual meeting when the polls open push the ‘‘vote,’’ button on the interface.

Telephone and Internet voting facilities for stockholders of record will be available24-hours-a-day and will close at 11:59 p.m. EST on November 28, 2018.December 3, 2020.

If your shares are held in “street name”‘‘street name’’ (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it tobefore the meeting in order to vote.

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How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board of Directors recommends that you vote as follows:

If any other matter is presented, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made

available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those described in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any of the following ways:

Your most current vote, whether by telephone, Internet or proxy card, is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How‘‘How Do I Vote?”’’ for each account to ensure that all of your shares are voted.

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Will My Shares Be Voted if I Do Not Vote?

If your shares are registered in your name, they will not be voted if you do not vote as described above under “How‘‘How Do I Vote?”’’ If your shares are held in street name and you do not provide voting instructions to the bank, broker or other holder of record of your shares as described above, the holder of record has the authority to vote your unvoted shares only on Proposal 3 if it does not receive instructions from you and does not have the ability to vote your uninstructed shares on any other proposal. Therefore, we encourage you to provide voting instructions. This ensures that your shares will be voted at the Annual Meeting and in the manner you desire. When your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, it is referred to as a “broker‘‘broker non-vote.”’’ Thus, if you hold your shares in a street name and do not instruct your bank, broker or other nominee how to vote, no votes will be cast on any proposal on your behalf other than the ratification of the selection of the public accounting firm.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

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Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspector of Elections and our transfer agent, American Stock Transfer and Trust, examine these documents. Management, other than the Inspector of Elections Richard Marsh,Benjamin G. Jackson, General Counsel and Secretary, will not know how you voted on a

specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or elsewhere.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form8-K within four business days of the Annual Meeting. If final results are unavailable at the time the Form8-K is filed, we will file an amended report on Form8-K to disclose the final voting results within four business days after the final results are known.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We may ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to deliver proxies. We will then reimburse them for their expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, in person (by means of remote communication as authorized by the Board) or by proxy, of the holders of a majority of the voting power of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting. Votes of stockholders of record who are present at the meeting in person (by means of remote communication as authorized by the Board) or by proxy, abstentions, and brokernon-votes are counted for purposes of determining whether a quorum exists.

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Attending the Annual Meeting

The Annual Meeting will be held at 8:00 a.m. MST on Thursday, November 29, 2018Friday, December 4, 2020 via Internet webcast.

This year, our Annual Meeting will be held in a virtual meeting format only. To attend the virtual Annual Meeting, go to www.virtualshareholdermeeting.com/MYGN2020 shortly before the meeting time, and follow the instructions for downloading the webcast. If you miss the Annual Meeting, you can view a replay of the webcast at www.virtualshareholdermeeting.com/MYGN2020 for one year following the offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108. When you arrive at our offices, our personnel will direct you to the appropriate meeting room.annual meeting. You need not attend the Annual Meeting in order to vote.

Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,”‘‘householding,’’ benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,”‘‘householded,’’ the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge by calling their toll free number1-800-542-1061. 1-866-540-7095. If you do not wish to participate in “householding”‘‘householding’’ and would like to receive your own Notice or, if applicable, a set of proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Myriad Genetics, Inc. stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

If a broker or other nominee holds your Myriad Genetics, Inc. shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 1, 20182020 for (a) each stockholder that we know to be the beneficial owner of more than 5% of our common stock, (b) each of our executive officers named in the Summary Compensation Table of this proxy statement (the “Named‘‘Named Executive Officers”Officers’’ or “NEOs”‘‘NEOs’’), (c) each of our directors and director nominees, and (d) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of September 1, 20182020 pursuant to the exercise of options and the vesting of restricted stock unit awards to be outstanding for the purpose of computing the percentage ownership of an individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 74,124,31774,709,791 shares of common stock outstanding on September 1, 2018.2020.

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MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our Restated Certificate of Incorporation, as amended, and RestatedBy-Laws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term.term to expire at the third succeeding annual meeting after their election. The Board of Directors currently consists of seven12 members, classified into three classes as follows: John T. Henderson, M.D. and, S. Louise Phanstiel, Daniel M. Skovronsky M.D., Ph.D, and Daniel K. Spiegelman constitute a class with a term ending at the 20182021 Annual Meeting (the “Class‘‘Class I Directors”Directors’’); Mark C. Capone andPaul J. Diaz, Heiner Dreismann, Ph.D., and Colleen F. Reitan constitute a class with a term ending at the 20192022 Annual Meeting (the “Class‘‘Class II Directors”Directors’’); and Lawrence C. Best, Walter Gilbert, Ph.D., Rashmi Kumar, Dennis H. Langer, M.D., J.D., and Lawrence C. BestLee N. Newcomer, M.D. constitute a class with a term ending at the 2020 Annual Meeting (the “Class‘‘Class III Directors”Directors’’).

Board Composition and Refreshment

Annually, the Nominating and Governance Committee of the Board of Directors considers the size, structure and needs of the Board, reviews changes to the Board, and recommends director nominees to the Board for approval.

In its review of directors, and its director nominees, the Board considers its composition, including its diversity, and the capabilities, areas of expertise, and experience of the Board, as well as the current and future business strategies and challenges and opportunities for the Company. These considerations have resulted in a change in Board leadership, the addition of five, new independent directors over the past two years, and the appointment of a new CEO (also a director) this year. The Board also renamed and refocused the former Strategic Committee, now the Research and Product Innovation Committee, to enhance our competitive focus on product development. Finally, the Board fleshed out the renamed Audit and Finance Committee’s responsibility over the Company’s internal financial analysis and external financial messaging.

In 2020, the Board appointed S. Louise Phanstiel, then serving as an independent director, as Chair of the Board of Directors.

In 2019, the Board appointed Dr. Lee Newcomer, former senior executive of United Healthcare and former Medical Director at United Healthcare and Cigna Healthcare, and Ms. Colleen Reitan, former President of Health Plan Operations at Health Care Services Corporation, the largest customer-owned health plan in the U.S., as directors. In 2020, the Board appointed Ms. Rashmi Kumar, Senior Vice President and Global Chief Information Officer of Hewlett Packard Enterprise Company, Dr. Daniel Skovronsky, Chief Scientific Officer and President of Lilly Research Laboratories at Eli Lilly and Company, and Daniel Spiegelman, former Executive Vice President and Chief Financial Officer at BioMarin Pharmaceutical, Inc., as directors. Also, in 2020, the Board appointed Mr. Paul Diaz former Partner at Cressey & Company LP and former CEO of Kindred Healthcare, Inc. as our CEO and an executive director. At our Annual Meeting, Mr. Larry Best, Dr. Walter Gilbert, and Dr. John Henderson will retire from the Board after distinguished service and innumerable contributions to the Company. Effective as of the Annual Meeting the size of the Board of Directors will be reduced to nine members.

On September 20, 2018,24, 2020, our Board of Directors accepted the recommendation of the Nominating and Governance Committee and votedunanimously approved a resolution to nominate John T. Henderson,Rashmi Kumar, Dennis H. Langer, M.D., J.D., and S. Louise PhanstielLee N. Newcomer M.D. for election at the Annual Meeting for a term of three yearsto serve until the 20212023 Annual Meeting of stockholders,Stockholders, and until their respective successors have been elected and qualified, or until their earlier death, resignation, retirement or removal.

Set forth below are the names of the persons nominated as directors and the directors whose terms do not expire this year and who will continue to serve as directors following the Annual Meeting, their ages as of September 1, 2018,2020, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which

such persons currently hold directorships or have held directorships in the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to the Board’s conclusion at the time of the filing of this proxy statement that each person listed below should serve as a director is set forth below for each individual director.

Name and Position		Age		Audit and Finance Committee		Compensation Committee		NAME Nominating and Governance Committee		AGE			POSITION WITH MYRIAD Research and Product Innovation Committee
John T. Henderson, M.D. (2) (3) (4)			74			Chairman S. Louise Phanstiel Chair of the Board of Directors		62
Walter Gilbert, Ph.D. (2) Lawrence C. Best (1) Director			8671			Vice Chairman of the Board of Directors
Mark C. Capone			56			Paul J. Diaz President, Chief Executive Officer, Director		58
Lawrence C. Best (1) (4) Heiner Dreismann, Ph.D. Director		67	69
Walter Gilbert, Ph.D. (1) Director		88
John T. Henderson, M.D. (1) Director		76
Rashmi Kumar Director		51
Dennis H. Langer, M.D., J.D. Director		68
Lee N. Newcomer Director		67
Colleen F. Reitan Director		60
Daniel M. Skovronsky M.D., Ph.D Director		47
Daniel K. Spiegelman Director		61

		Audit and Finance Committee
		Compensation Committee
		Nominating and Governance Committee
		Research and Product Innovation Committee
C		Committee Chair
(1)		Following the annual stockholder meeting on December 4, 2020 Dr. Henderson, Dr. Gilbert, and Mr. Best will retire from the Board of Directors.

The following is a brief biography of each of the persons nominated as directors and the directors whose terms do not expire this year and who will continue to serve as directors following the Annual Meeting.

Board of Director Qualifications, Expertise, and Attributes

Below are charts showing board diversity, the age range of our director, director independence, and the average tenure of our directors.

Director Capability Definitions

Board Diversity – Representation of gender, ethnic, cultural, or other perspectives that expand the Board’s understanding of the needs and viewpoints of our patients, physician partners, employees, governments, and other stakeholders.

Financial – Experience leading or managing the financial function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting. Experience or expertise in financial accounting and reporting processes or the financial management of a major organization.

Leadership – Experience leading a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

Healthcare Industry – Experience with and understanding of complex issues within the health care industry.

Research and Development – Experience and expertise in contributing to healthcare research and development projects aimed at introducing innovative products and services that satisfy unmet medical needs and contribute to the Company’s profits. Expertise in assessing the medical and/or commercial implications for improving health and cost outcome.

Research and Development—Experience and expertise in new product development and life cycle management, resulting in the successful introduction of innovative products and services that satisfy unmet medical needs and contribute to the Company’s profits. Expertise in designing and implementing clinical trials and in research methods used to evaluate and demonstrate improvements in health and cost outcomes.

Technology – A significant background working in technology, resulting in knowledge of how to anticipate technological trends including digital solutions, generate disruptive innovation and extend or create new business models. Significant expertise and experience in leading technology functions of an enterprise.

Public Company Governance - Experience as a board member of other publicly traded companies.

Diagnostics Industry—Experience with complex issues involving the development and distribution of diagnostic tests, providing test results and interpretation, providing clinical laboratory services, and developing and supplying molecular diagnostics, instrumentation equipment, and consumable materials.

The following is a brief summary of the background and business experience of each of our directors.

John T. Henderson, M.D., Chairman of the Board of Directors, has been a director of Myriad since May 2004 and Chairman of the Board since April 2005. Since December 2000, Dr. Henderson has served as a consultant to the pharmaceutical industry as President of Futurepharm LLC. Dr. Henderson currently serves on the Board of Directors of Cytokinetics, Inc. Until his retirement in December 2000, he was with Pfizer for over 25 years, most recently as a Vice

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President in the Pfizer Pharmaceuticals Group. Dr. Henderson previously held vice presidential level positions with Pfizer in Research and Development in Europe and later in Japan. He also was Vice President, Medical for the Europe, U.S. and International Pharmaceuticals groups at Pfizer. He earned his bachelor’s and medical degrees from the University of Edinburgh and is a Fellow of the Royal College of Physicians (Ed.).

The Board of Directors has determined that Dr. Henderson should serve on the Board for the following reasons: His medical background provides the Board with expertise in developing predictive, personalized and prognostic testing services. Dr. Henderson provides the Board with business and management expertise from his senior positions at Pfizer for over 25 years, including expertise in research and development, which is critical to our development of molecular diagnostic testing services. He brings to the Board international experience as the Company implements strategies for international expansion.

Walter Gilbert, Ph.D., Vice Chairman of the Board of Directors, joined Myriad as a founding scientist and director in March 1992. Dr. Gilbert won the Nobel Prize in Chemistry in 1980 for his contributions to the development of DNA sequencing technology. He was a founder of Biogen, Inc. and its Chairman of the Board and Chief Executive Officer from 1981 to 1985. Dr. Gilbert has held professorships at Harvard University in the departments of Physics, Biophysics, Biology, Biochemistry and Molecular Biology, and Molecular and Cellular Biology. He is a Carl M. Loeb University Professor Emeritus at Harvard University. Dr. Gilbert founded and served on the Board of Directors of both Memory Pharmaceuticals Corp. and Paratek Pharmaceuticals, Inc. He also currently serves on the board of Amylyx Pharmaceuticals and is a General Partner of BioVentures Investors, an investment fund.

The Board of Directors has determined that Dr. Gilbert should serve on the Board for the following reasons: He provides the Board with a unique and extensive scientific background and expertise important to us in developing and commercializing molecular diagnostic products, and understanding technological developments in the industry. Dr. Gilbert provides the Board with business, managerial and financial expertise based on having founded, managed, and directed several companies in the healthcare industry.

Mark C. Capone, was appointed as the President and Chief Executive Officer, or CEO, of Myriad Genetics, Inc., and a member of the Board of Directors, effective July 1, 2015. Previously, he served as the President of Myriad Genetic Laboratories, Inc., a wholly owned subsidiary of Myriad. Mr. Capone joined the Company in October 2002, initially as Vice President of Sales until being named Chief Operating Officer in February 2006, a position he held until his promotion to President of Myriad Genetic Laboratories, Inc. in March 2010. Prior to joining Myriad, he served 17 years with Eli Lilly and Company, where he held positions as Product Development Manager, Manufacturing Plant Manager, and Area Sales Director. Mr. Capone received his B.S. degree in Chemical Engineering from Penn State University, graduating with highest distinction, his M.S. degree in Chemical Engineering from the Massachusetts Institute of Technology, and his M.S. in Management from the Massachusetts Institute of Technology.

The Board of Directors has determined that Mr. Capone should serve on the Board for the following reasons: He provides the Board with business and management expertise at a molecular diagnostic company from his 14 years of service as President, Chief Operating Officer and Vice President of Sales at Myriad Genetic Laboratories. Mr. Capone brings to the Board additional experience in operations management, product development, finance, sales, and other operational areas from his experience at Eli Lilly and Company. He also provides us with important expertise in investor relations based on his past interactions with our investor base. Additionally, Mr. Capone’s scientific, engineering and business management background and education provide important insights for the Board.

Lawrence C. Best, a director of Myriad since September 2009, is the Chairman and Founder of OXO Capital LLC, an investment firm focused on life sciences and therapeutic medical device companies, since 2007. He joined Boston Scientific Corporation in 1992 and served for 15 years as the Executive Vice President-Finance & Administration and Chief Financial Officer. Prior to joining Boston Scientific, Mr. Best was a partner in the accounting firm of Ernst & Young, where he specialized in serving multinational companies in the high technology and life sciences fields. He served atwo-year fellowship at the SEC from 1979 to 1981 and aone-year term as a White House-

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appointed Presidential Exchange Executive in Washington, D.C. He is a founding director of the President’s Council at Massachusetts General Hospital. Within the past five years Mr. Best also has served on the Board of Directors of Haemonetics Corp, Biogen, Inc. and as Executive Chairman of Cardiovalve Ltd., a privately held medical device company based in Tel Aviv, Israel. He received a B.B.A. degree from Kent State University.

The Board of Directors has determined that Mr. Best should serve on the Board for the following reasons: He provides the Board with broad financial accounting and reporting expertise in the technology and life sciences fields. Mr. Best provides extensive financial, business, management and investment expertise from his 15 years of service as the Chief Financial Officer at Boston Scientific. He also provides the Board with substantial experience in the event of potential mergers, acquisitions and licensing opportunities.

Heiner Dreismann, Ph.D., a director of Myriad since June 2010, had a successful career at the Roche Group from 1985 to 2006 where he held several senior positions, including President and CEO of Roche Molecular Systems, Head of Global Business Development for Roche Diagnostics and member of Roche’s Global Diagnostic Executive Committee. From 2006 to 2009, Dr. Dreismann served as the CEO of Vectrant Technologies, Inc., and until 2013 was the Interim CEO for GeneNews Limited. During the past five years, Dr. Dreismann served on the Board of Directors of Med BioGene, Inc., Genenews Limited, Interpace Diagnostics and Ignyta, Inc.. He earned a M.S. degree in biology and his Ph.D. in microbiology/molecular biology (summa cum laude) from Westfaelische Wilhelms University (The University of Münster) in Germany.

The Board of Directors has determined that Dr. Dreismann should serve on the Board for the following reasons: He provides the Board with important business and managerial expertise from his more than 20 years at Roche, including specific expertise in developing and commercially launching diagnostic products. Furthermore, Dr. Dreismann has extensive experience in international markets, specifically in Europe, while he was CEO of Roche Molecular Systems, the international leader in molecular diagnostics, which is important as we seek to expand internationally. His scientific background and expertise also enable him to provide the Board with technical advice on product research and development. Dr. Dreismann has a diversified background in managing and serving as a director of several companies in the healthcare industry.

Dennis H. Langer, M.D., J.D., has been a director of Myriad since May 2004. From January 2013 to July 2014 he served as Chairman and Chief Executive Officer of AdvanDx, Inc. From August 2005 to May 2010, Dr. Langer served as Managing Partner of Phoenix IP Ventures, LLC. From January 2004 to July 2005, he was President, North America for Dr. Reddy’s Laboratories, Inc. From September 1994 until January 2004, Dr. Langer held several high-level positions at GlaxoSmithKline, and its predecessor, SmithKline Beecham, including most recently as a Senior Vice President of Research and Development. He has a broad base of experience in innovative R&D companies such as Eli Lilly, Abbott and Searle. He is also a clinical professor at the Department of Psychiatry, Georgetown University School of Medicine. Dr. Langer received a J.D. from Harvard Law School, an M.D. from Georgetown University School of Medicine, and a B.A. in Biology from Columbia University. He currently serves on the Board of Directors of Dicerna Pharmaceuticals, Inc. and Pernix Therapeutics Holdings, Inc. During the past five years, Dr. Langer served on the Board of Delcath Systems, Inc.

The Board of Directors has determined that Dr. Langer should serve on the Board for the following reasons: His medical background provides the Board with expertise in developing predictive, personalized, and prognostic testing products. Dr. Langer provides the Board with business and management expertise from senior positions at several major pharmaceutical companies, including expertise in research and development, which is critical to our development of molecular diagnostic testing services. He brings international experience as we implement strategies for global expansion. Dr. Langer’s background as a board certified psychiatrist and a clinical professor of psychiatry with extensive experience in neuropsychiatric drug development and personalized medicine provides the Board with expertise in developing and commercializing diagnostics to help physicians determine the right medications for patients suffering from neuropsychiatric and other medical conditions. Dr. Langer also has a diversified background in managing and serving as a director of several companies in the healthcare industry.

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S. Louise Phanstiel, a director of Myriad since September 2009, held several important positions at WellPoint, Inc. from 1996 to 2007, including as President, Specialty Products (2003 to 2007), Senior Vice President, Chief of Staff and Corporate Planning in the Office of the Chairman (2000 to 2003), and Senior Vice President, Chief Accounting Officer, Controller, and Chief Financial Officer for all WellPoint, Inc. subsidiaries, including Blue Cross of California (1996 to 2000). Previously, Ms. Phanstiel was a partner at the international services firm of Coopers & Lybrand where she served clients in life and property/casualty insurance, high technology, and higher education. She currently serves on the Board of Directors of Verastem, Inc. and the Stony Brook Foundation. Ms. Phanstiel received a B.A. degree in Accounting from Golden Gate University and is a Certified Public Accountant.

The Board of Directors has determined that Ms. Phanstiel should serve on the Board for the following reasons: She provides the Board with important expertise on the medical insurance industry based on her extensive experience in several senior positions at WellPoint and Blue Cross of California. This expertise is critical as we rely on third-party reimbursement for our molecular diagnostic services. Ms. Phanstiel also provides the Board with financial accounting and reporting expertise from her work at Coopers & Lybrand and as a Certified Public Accountant. In addition, she provides the Board with financial and investment expertise, as well as management expertise, resulting from managing and serving as a director of publicly-traded companies.

Director Independence

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with Myriad, either directly or indirectly. Based on this review, the Board has determined that the following members of the Board are “independent directors”‘‘independent directors’’ as defined by The NASDAQNasdaq Stock Market LLC:LLC ‘‘Nasdaq’’: Mr. Best, Dr. Dreismann, Dr. Gilbert, Dr. Henderson, Ms. Kumar, Dr. Langer, Dr. Newcomer, Ms. Phanstiel, Ms. Reitan, Dr. Skovronsky, and Ms. Phanstiel.Mr. Spiegelman.

Leadership Structure of the Board

The Board does not have a policy regarding the separation of the roles of ChairmanChair of the Board and Chief Executive Officer because the Board believes that it is in our best interests to make that determination based on the position and direction of the Company and the membership of the Board. However, at this time, and since our inception, the Board has determined that having an independent director serve as ChairmanChair of the Board is in the best interests of our stockholders. Thus, the roles of ChairmanChair of the Board and Chief Executive Officer are separated. This structure enables a greater role for the independent directors in the oversight of the Company and their active participation in setting agendas and establishing Board policies, priorities and procedures. This structure also allows the Chief Executive Officer to focus on the management of ourday-to-day operations.

Board’s Role in the Oversight of Risk Management

The Board has an active role, directly and through its committees, in the oversight of our risk management efforts. The Board carries out this oversight role through several levels of review. It regularly reviews and discusses with members of management information regarding the management of risks inherent in the operations of our businesses and the implementation of our strategic plan, including our risk mitigation efforts.

Each of the Board’s committees also oversees the management of risks that are under each committee’s areas of responsibility. For example, the Audit and Finance Committee oversees management of accounting, auditing, external reporting, internal controls, and cash investment risks. risks, and our compliance policies.

The Nominating and Governance Committee oversees our compliance policies,the Company’s Code of Conduct, conflicts of interest, director independence and corporate governance policies. The Compensation Committee oversees risks arising from compensation practices and policies. While each committee has specific responsibilities for oversight of risk, the Board is regularly informed by each committee about such risks. In this manner the Board is able to coordinate its risk oversight.

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Board’s Consideration of Diversity

The Board and Nominating and Governance Committee do not have a formal policy with respect to the consideration of diversity in identifying nominees for director positions. However, the Board and Nominating and Governance Committee strive to nominate individuals with a variety of diverse backgrounds, skills, qualifications, attributes and experience such that the Board, as a group, will possess the appropriate expertise, talent and skills to fulfill its responsibilities to manage the Company in the long-term interests of the stockholders.

Board’s Disclosure of Third PartyThird-Party Director and Nominee Compensation

No member of the Board of Directors has any agreement or arrangement with any person or entity other than the Company relating to compensation or other payment in connection with the Director’sdirector’s service as a Directordirector of the Company.

Committees of the Board of Directors and Meetings

Meeting Attendance.During the fiscal year ended June 30, 2018,2020, or fiscal 2018,2020, there were six16 meetings of the Board of Directors, and the various committees of the Board met a total of 1118 times. No director attended fewer than 75 percent of the total number of meetings of the Board and of committeeseach committee of the Board on which he or she served during fiscal 2018.2020. The Board has adopted a policy under which each member is encouraged, but not required to attend each Annual Meetingannual meeting of Stockholders.stockholders. At the time of our 20172019 Annual Meeting of Stockholders, all members of the Board of Directors were in attendance.

Audit and Finance Committee.Our Audit and Finance Committee met fiveseven times during fiscal 2018.2020. This committee currently has threesix members: Ms. PhanstielMr. Spiegelman (chair), Mr. Best, Ms. Kumar, Dr. Langer, Ms. Phanstiel, and Dr. Langer.Ms. Reitan. The Audit and Finance Committee’s roles and responsibilities are set forth in its written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit and Finance Committee reviews annual financial statements; considers matters relating to accounting policy and internal controls; reviews the scope of annual audits; and monitors our processes for complyingcompliance with laws, regulations and our Code of Conduct. Our Board of Directors has determined that all members of the Audit and Finance Committee satisfy the current independence standards promulgated by the SEC and by The NASDAQ Stock Market LLC,Nasdaq, as such standards apply specifically to members of audit committees. The Board has determined that Mr. Spiegelman, Mr. Best and Ms. Phanstiel isare each an “audit‘‘audit committee financial expert,”’’ as the SEC has defined that term in Item 407 of RegulationS-K under the Securities Act of 1933, as amended, or the Securities Act. A copy of the Audit and Finance Committee’s written charter is publicly available on the Investor Information – Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

Please also see the report of the Audit and Finance Committee set forth elsewhere in this proxy statement.

Compensation Committee.Our Compensation Committee met twoseven times during fiscal 2018.2020. This committee currently has threefive members: Dr. Dreismann (chair), Dr. Gilbert, Dr. Henderson, Dr. Newcomer and Dr. Henderson.Ms. Phanstiel. The Compensation Committee’s role and responsibilities are set forth in its written charter and include reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. The Compensation Committee also is responsible for evaluating and determining the compensation of our President and Chief Executive Officer and

conducts its decision makingdecision-making process with respect to that issue without the President and Chief Executive Officer present. The Board has determined that all members of the Compensation Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market LLC.Nasdaq.

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The Compensation Committee is charged with establishing a compensation policy for our executives and directors that is designed to attract and retain qualified executive talent, to motivate them to achieve corporate objectives, and reward them for superior performance. Our Compensation Committee is also responsible for establishing and administering our executive compensation policies and equity compensation plans. The Compensation Committee meets at least two times per year and more often as necessary to review and make decisions with regard to executive compensation matters. As part of its review of these matters, the Compensation Committee may delegate any of the powers given to it to a subcommittee. A copy of the Compensation Committee’s written charter is publicly available on the Investor Information — Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

Further discussion of the process and procedures for considering and determining executive compensation, including the role that our executive officers play in determining compensation for other executive officers is included below in the section entitled “Executive‘‘Executive Compensation — Compensation Discussion and Analysis.”’’ The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its duties. For purposes of fiscal 20182020 executive compensation determinations, the Compensation Committee retained Mercer (US), Inc. (“Mercer”(‘‘Mercer’’) to update our peer group of companies and provide competitive market data on the salaries and short-term and long-term incentive compensation of executive officers at comparable companies within our industry. Mercer also was engaged to provide the Compensation Committee an analysis of, and recommendations for, annual salary compensation, short-term incentive compensation, and long-term incentive compensation for the President and CEO and other executive officers. Mercer performs services solely on behalf of the Compensation Committee and has no relationship with Myriad or its management except as may relate to performing such services. The Compensation Committee has assessed the independence of Mercer pursuant to SEC rules and the corporate governance rules of The NASDAQ Stock Market LLCthe Nasdaq and concluded that no conflict of interest exists that would prevent Mercer from independently representing the Compensation Committee.

Please also see the report of the Compensation Committee set forth elsewhere in this proxy statement.

Compensation Committee Interlocks and Insider Participation. No member of our Compensation Committee has at any time been an employee of the Company. None of our executive officers is a member of the Compensation Committee, nor do any of our executive officers serve as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board of directors or Compensation Committee.

Nominating and Governance Committee.Our Nominating and Governance Committee met twofour times during fiscal 2018.2020. This committee currently has threefour members: Dr. Langer (chair), Dr. Henderson, Ms. Phanstiel, and Ms. Phanstiel.Reitan. This committee’s role and responsibilities are set forth in the Nominating and Governance Committee’s written charter and include evaluating and making recommendations to the full Board as to the size and composition of the Board and its committees, identifying and evaluating potential candidates and recommending the director nominees for election, developing and recommending corporate governance guidelines applicable to us,the Board, and reviewing and approving potential or actual conflicts of interest between our executive officers or members of the Board. The committee also oversees the annual Board performance evaluations, which may be submitted anonymously at the discretion of the director concerned,concerned. In adding new directors to the Board, the Nominating and Governance Committee engages a nationally recognized search firm to identify and help evaluate candidates. This process helps attract qualified and independent directors, as well as our policy onshown in the recent additions to the Board.

In October 2020, the Nominating and Governance Committee recommended to the Board, and the Board unanimously approved, an amendment to the Company’s Restated By-Laws and the Committee’s charter to change from plurality voting to majority voting for director elections,directors in non-contested elections. This change, which will

be effective for the Class III directors standing for re-election at the annual meeting on December 4, 2020, is described in “Proposalmore detail in ‘‘Proposal 1 — Election of Directors”Directors’’ of this proxy statement. The Board of Directors has determined that all members of the Nominating and Governance Committee qualify as independent under the definition promulgated by Nasdaq.

Also in October 2020, the Nominating and Governance Committee recommended to the Board, and the Board unanimously approved, an amendment to the Company’s Corporate Governance Principles (available on our website) to institute a retirement age for directors. Specifically, when a director reaches 75 years of age, the director must tender his or her resignation before the next annual meeting at which the director is scheduled to stand for re-election.The NASDAQ Stock Market LLC.Nominating and Governance Committee and the Board may then accept the resignation or not. If the resignation is not accepted, and the director wishes to continue service, then the director must again tender his or her resignation before each following annual meeting at which the director is scheduled to stand for re-election.

Finally in October 2020, the Nominating and Governance Committee recommended to the Board, and the Board unanimously approved, that the Company change from a fiscal year running from July 1 to June 30, to a calendar year fiscal year effective January 1, 2021. We believe this improves investor and analyst visibility into the Company’s financial performance by enabling easier comparison to our peer companies.

If a stockholder wishes to nominate a candidate for director who is not included in our proxy statement, the stockholder must follow the procedures described in our RestatedBy-Laws and in “Stockholder‘‘Stockholder Proposals and Nominations for Director”Director’’ at the end of this proxy statement.

In addition, under our current corporate governance policies, the Nominating and Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third-party search firms or other appropriate sources. For all potential candidates, the Nominating and Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment; business and professional skills and experience; independence, knowledge of the industry in which we operate, possible

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conflicts of interest, the extent to which the candidate would fill a present need on the Board; and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration by the Nominating and Governance Committee under our corporate governance policies, for each annual meeting, the Committee will consider only one recommended nominee from any stockholder or group of affiliated stockholders, and such recommending stockholder or group must have held at least 5 percent of common stock for at least one year. All stockholder recommendations for proposed director nominees must be made in writing to the Nominating and Governance Committee, care of Myriad’s Secretary at 320 Wakara Way, Salt Lake City, Utah 84108, and must be received no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s Annual Meeting. The recommendation must be accompanied by the following information concerning the recommending stockholder:

A statement from the recommending stockholder as to the good faith intention to continue to hold such shares through the date of the next annual meeting.

Policy on Security Holder Recommendation of Candidates for Election as Directors;

Executive Officers

The following table sets forth the name, age (as of September 1, 2018)October 15, 2020) and position of each of our current executive officers. Unless indicated otherwise, general references to “executive officers”‘‘executive officers’’ throughout this proxy statement refer to the following officers:

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Mark C. Capone. Please see biography above under “Management and Corporate Governance — The Board of Directors.”

Gary A. King, Executive Vice President, International Operations, joined us in July 2010. Mr. King has been employed in the life sciences industry for more than 25 years. From June 2008 to June 2010, he was the Chief Executive Officer of AverDx Incorporated, an international biotechnology company that develops novel biomarker diagnostics for critical diseases. From June 2002 to February 2008, he served as Vice President, International Operations at Biosite Incorporated, a developer of diagnostic products and antibody development technologies where he spent six years building and leading all of the company’s commercial activities outside the United States. Mr. King received his B.A. degree in Zoology from Pomona College and a M.B.A. degree from Stanford University.

Jerry S. Lanchbury, Ph.D., Chief Scientific Officer, joined the Company in September 2002 as Senior Vice President of Research. In July 2005 he was appointed Executive Vice President of Research, a position he held until he was named to his current position in February 2010. Dr. Lanchbury came to us from GKT School of Medicine, King’s College where he had served as Reader in Molecular Immunogenetics and Head of Molecular Immunogenetics Unit since 1997. Dr. Lanchbury earned his Ph.D. from the University of Newcastle upon Tyne and 1^st Class Honours, B.Sc. “Biology of Man & his Environment” degree from the University of Aston.

Richard M. Marsh, Esq.,ExecutiveVice President, General Counsel and Secretary, joined Myriad in November 2002. He previously served as Director of Intellectual Property (2001-2002), Acting General Counsel and Secretary (2000-2001)

R. Bryan Riggsbee
Age: 48		Experience:
		R. Bryan Riggsbee, Chief Financial Officer and Treasurer, and Interim President and Chief Executive Officer from February 6 to August 12, 2020, joined us in October 2014. He previously served 10 years with Laboratory Corporation of America (LabCorp) where his most recent position was as Senior Vice President of Corporate Finance with responsibility for the financial planning and analysis and treasury functions. Prior to LabCorp, Mr. Riggsbee served in various finance roles with General Electric and began his career in the audit division of KPMG. He received a B.A. in Accounting from North Carolina State University, a B.A. in political science from the University of North Carolina at Chapel Hill and an M.B.A. from Northwestern University. Mr. Riggsbee is a Certified Public Accountant licensed in the State of North Carolina.
Mark Verratti
Age: 51		Experience:
		Mark Verratti, President of Myriad Neuroscience and Myriad Autoimmune., and Director of Commercial Legal Affairs (1998-2000) for Iomega Corporation. Mr. Marsh served as a partner with the law firm of Parsons, Behle & Latimer in Salt Lake City from 1989 to 1998. He received an LL.M. degree in Taxation from Georgetown University Law Center, a J.D. degree, magna cum laude, from Thomas M. Cooley Law School, and a B.S. degree in accounting from Brigham Young University, and was formerly a Certified Public Accountant. Ralph L. McDade, Ph.D., President of Myriad RBM, Inc., a wholly owned subsidiary of Myriad, and our Myriad RMB business unit, has served in his current role since January 2014. Previously, he served as Chief Operating Officer of Myriad RBM. Dr. McDade was formerly Strategic Development Officer for Myriad RBM and was in that position since the company’s inception in 2002. Prior to joining Myriad RBM, he was Chief Scientific Officer for Luminex Corporation from 1996 to 2002, where he was closely involved with the development of xMAP technology. Dr. McDade received his Ph.D. in Microbiology from the University of Texas Southwestern Medical School in 1980. Following postdoctoral training at The University of Connecticut Medical Center in Farmington, he held faculty positions at the Rockefeller University in New York and at Louisiana State University School of Medicine in New Orleans. R. Bryan Riggsbee, Chief Financial Officer and Treasurer, joined us in October 2014. He previously served 10 years with Laboratory Corporation of America (LabCorp) where his most recent position was as Senior Vice President of Corporate Finance with responsibility for the financial planning and analysis and treasury functions. Prior to LabCorp, Mr. Riggsbee served in various finance roles with General Electric and began his career in the audit division of KPMG. He received a B.A. in Accounting from North Carolina State University, a B.A. in political science from the University of North Carolina at Chapel Hill and an M.B.A. from Northwestern University. Mr. Riggsbee is a Certified Public Accountant licensed in the State of North Carolina. 18 W. Lloyd Sanders, President of Myriad Genetic Laboratories, Inc, a wholly owned subsidiary of Myriad, and our Myriad Oncology business unit, has served in his current role since August 1, 2018. Mr. Sanders, joined the Company in December 2011. Prior to his current position, he served as the MGL General Manager of Oncology from 2011 to 2018. Prior to joining Myriad, Mr. Sanders was chief operating officer at Dey Pharma. He also held key senior leadership positions in the commercial organizations of Pharmacia (now Pfizer), Sanofi-Aventis and Genta Incorporated. Mr. Sanders received his Bachelor’s of Business Administration degree in Marketing from the University of Memphis. Bernard F. Tobin, President of Crescendo Bioscience, Inc., a wholly owned subsidiary of Myriad, and our Myriad Autoimmune business unit, has served in that role since January 2015. He previously held several senior positions at Amgen over the course of 8 years, including Executive Director of National Accounts, General Manager of both the Netherlands and Brazil, and Global Head of Commercial Excellence. In addition, he led the global integration of business development acquisition in more than 100 countries. Prior to that, Mr. Tobin held a variety of leadership roles in the commercial organization at Eli Lilly and Co. over the course of 16 years. He received his B.S. degree in public service and administration from Iowa State University and his M.B.A from the Fuqua School of Business, Duke University. Mark Verratti,President of Assurex Health, Inc., a wholly owned subsidiary of Myriad, and our Myriad Neuroscience business unit, has served in his current role since August 1, 2017. He previously served as SVP, Chief Sales and Business Development officer at Assurex since January 2016. Mr. Verratti also held senior leadership positions with Cyberonics (now known as LivaNova) from 2005-2016, and earlier with Forest Pharmaceuticals where he led commercial teams with revenues approaching $500 million dollars. He received a B.S. in Life Sciences with a minor in Physiology from The Pennsylvania State University.

We have entered into our standard employment agreements with each of ourthe above executive officers. The employment agreements forFor each ofsuch officer, we have also entered into our named executive officersstandard Severance and Change in Control Agreements, which are described elsewhere in the proxy statement under the caption “Executive‘‘Executive Compensation — Narrative Disclosure to Summary Compensation Table and 20182020 Fiscal Year Grants of Plan-Based Awards Table.”

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Compensation Discussion and Analysis

Executive Summary

Overview

We are a leading molecular diagnosticpersonalized medicine company, with the goal of providing physicians and their patients with critical information to guide healthcare management. Our goal is to manage our business to maximize the value we provide through our services, making the Company more successful and valuable, and hence maximizing our long-term stockholder value. Our compensation programs are designed to support these goals, with the primary objectives of attracting and retaining executive talent, motivating our executive officers throughpay-for-performance metrics to enhance our growth and profitability, and increasing long-term stockholder value.

The fourWith the arrival of a new President and Chief Executive Officer in August 2020, and two-thirds of the Board consisting of directors added within the last 16 months, the Company has begun the process of revamping its approach to executive compensation. As discussed in more detail below, the Company is also transitioning from a fiscal year running from July 1 to June 30 to a calendar year fiscal year. This leaves a six-month transition period in the second half of calendar year 2020, which is referred to herein as the ‘‘2020 transition period’’. This proxy statement will report (a) compensation paid under our fiscal year 2020 plan; (b) compensation to be paid during the 2020 transition period; and (c) certain elements of compensation to be paid under our new calendar 2021 plan. Beginning with the 2020 transition period and continuing into calendar 2021, the three principal components of our compensation program for executive officers are:

We believe that these compensation components provide the appropriate balance of short-term and long-term compensation and incentives to our executives to drive our performance, success and long-term growth. As indicated in the charts below, our pay mix for fiscal 2020 largely followsfollowed that of our peers, with the majority of our compensation in the form of long-term incentive compensation.

Peer Pay Mix data is a composite of our peer group data and published survey data.

Our compensation program seeks to align compensation with Company performance, and hence reward our executive officers for their contribution to our growth, profitability and increased stockholder value through the recognition of individual leadership, initiatives, achievements and other contributions. Each yearFor fiscal 2020, our Compensation Committee approvesapproved individual Management Business Objectives (“MBOs”(‘‘MBOs’’) for each executive officer that, which consist of individual objectivesgoals tailored to each executive. executive, and awarded short-term annual cash bonuses based on individual achievement against these MBOs. In determining these bonus amounts, however, the Compensation Committee also applied a 50% deduction multiplier based on Company financial performance for fiscal 2020. The Committee then awarded the bonuses in the form of RSU grants in order to preserve cash while the Company recovers from the impact of the COVID-19 pandemic on its business.

For someshort-term cash bonuses for our executive officers for the 2020 transition period, our Compensation Committee has approved Company performance and financial goal metrics as well as individual MBOs. Thus, the annual cash bonus component of an executive’s compensation will be balanced between these performance and financial metrics on one hand and the individual MBOs on the other, with greater weight to be given to the performance and financial metrics. For example, performance and financial metrics for the 2020 transition period will represent 70% of an executive’s total score and individual MBOs will account for the remaining 30%, as in the following illustration.

Long-term incentives, such as equity grants, will also includepre-establishedbe based at least in part on the Company’s performance against performance metrics set by the Compensation Committee, as in the following illustration. For the 2020 transition period and calendar 2021, for example, 50% of an executive’s equity grant will be RSUs and 50% will be PSUs, with the metrics determining the ultimate number of PSUs awarded comprised of earnings per share and relative total shareholder return.

This compensation structure for the 2020 transition period and calendar 2021 differs from previous years primarily in that (a) no new three-year LTI cash bonus plans will be instituted, starting in the 2020 transition period; and (b) short-term cash incentives and long-term equity incentives will be weighted toward Company financial performance targets for the Company such as revenue and adjusted operating income. The Compensation Committee reviews the achievement of these MBOs in determining compensation to be paid to our executive officers.more than individual objectives. The Compensation Committee believes that the MBOs are based onthis new structure represents an appropriate mix of individual objectives and where applicable financial performance targets, that provide appropriatepay-for-performance metrics towhich incentivize executive officers to increase our profitability, success and long-term stockholder value.

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Fiscal Year 20182020 Performance

For fiscal year 20182020 our revenues were up slightlydeclined 25 percent year-over-year to $773$639 million and we achievedhad GAAP earnings per share of $1.82($2.69) andnon-GAAP earnings per share of $1.20. During($0.08) which declined relative to fiscal year 2018,2019. Two factors significantly detrimentally impacted our revenue and profitability in fiscal year 2020. The first was the Current Procedural Terminology (CPT) code transition under the Centers for Medicare and Medicaid Services (CMS) clinical laboratory fee schedule for hereditary cancer testing codes. On January 1, 2019, following recommendations from the American Medical Association Current Procedural Terminology Editorial Panel, the CMS clinical laboratory fee schedule was updated discontinuing the use of legacy hereditary cancer CPT codes 81211 and 81213, which reduced reimbursement levels. Given that these codes were utilized in a number of long-term commercial payer contracts, the Company was forced to renegotiate many of these contracts at rates lower than historical averages. This led to a meaningful pricing headwind for the hereditary cancer business in fiscal year 2020. Secondly, Myriad’s business was significantly impacted by the global COVID-19 pandemic in fiscal year 2020 which caused a dramatic decline in elective testing by physicians in the second half of the fiscal year. Despite these challenges, during fiscal year 2020, we believe we accomplished manya number of our strategic objectives that position the Company for future long-term growth. We made substantial progress on our five strategic critical success factors to: i) build upon a solid hereditary cancer foundation, ii) grow new product volume, iii) expand reimbursement coverage for new products, iv) increase RNA kit revenue internationally, and v) improve profitability with our Elevate

Notwithstanding the headwinds faced by the Company in fiscal year 2020, Program.

We continued generating strongMyriad generated positive cash flows from operations andwith $64 million in fiscal year 2018 we generated over $130 million innon-GAAP free cash flow. We ended the year with $211a strong balance sheet with approximately $255 million in cash, cash equivalents, and marketable investment securities and plan to continue to exercise a balanced approach to capital deployment, including investing for future growth, paying down debt associated with recent acquisitions, and business development activities and share repurchases.activities.

An explanation of the adjustments to our GAAP financial measures used in this proxy statement and a reconciliation of the adjusted financial measures to the comparable GAAP financial measures are included in Appendix A to this proxy statement.

During fiscal year 2018 we did not repurchase any shares as we continued to focus on reducing the balance on our credit facility associated with the Assurex acquisition. Since fiscal year 2010, we have purchased over 47 million shares of our common stock under our stock repurchase program for $1.24 billion at a weighted average price of $26.02 per share.

Focusing on our longer-term growth, over the past five years, our revenue has been relatively flat. In fiscal year 2014, we believe we received approximately $55 million in benefit to revenue from aone-time celebrity publicity impact. Not including this impact, our revenue grewdeclined at a compound annual growth rate in excess of onenegative three percent since fiscal year 2014 and has grown at a compound annual growth rate of two percent since fiscal year 2015.2016. This lowernegative growth trajectory is primarily due to declines in hereditary cancer revenue as a result of competition following the loss of our patents related to hereditary cancer testing, beingwhich declines have been partially offset by new product growth.growth over that period, as well as declines in fiscal

year 2020 due to the impact of the COVID-19 global pandemic and hereditary cancer coding transition discussed above. In fiscal year 2018, 702020, 73 percent of our test volume and 3650 percent of our revenue was derived from new(non-hereditary cancer) products. Going forward, we believe the Company is positioned to return to higher revenue growth rates given increasing stability in hereditary cancer revenues and continued growth from new products.

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Over the past five years, we experienced a 7-20 percent annual stockholder return on our stock price versus a 1715 percent return for the NASDAQNasdaq composite index and a 16%5 percent return for the NASDAQNasdaq Healthcare Providers Stock Index reflecting the increased competition we faced after the loss of key hereditary cancer patents in fiscal year 2013. Additionally, we ended the first quarter of our fiscal year 2019 with a stock price of $46.00, which represents a 23% increase in our stock price over our fiscal year 2018year-end price. Taking into account our first quarter of fiscal year 2019, for the twelve month period ending September 30, 2018, we experienced a 27% return on our stock price versus 24% for the NASDAQ composite index and 16% for the NASDAQ Healthcare Providers Stock Index over the same period. We included the NASDAQNasdaq Healthcare Providers Stock Index in our Stock Performance Chart as the NASDAQNasdaq Healthcare Providers Stock Index is comprised of companies which also operate in the healthcare industry. We caution that historical stock price performance, including the stock price performance shown in the chart below, is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.

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In addition to our financial results during fiscal year 2018,2020, we also achieved the following progress on our fivethree critical success factors:

Build Upon a Solid Hereditary Cancer Foundation

Grow New Product Volume

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Expand Reimbursement Coverage for New Products

Increase RNA Kit Revenue Internationally

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Vectra was included in an American College of Rheumatology publication stating that the test was one of several disease activity measures that met a minimum standard for regular clinic use.

Received favorable reimbursement recommendation from the National Institute of Health and Care Excellence in the United Kingdom for EndoPredict.