Proposal No. 2

~~Proposal No. 2~~

Non-Binding Advisory Vote onto Approve Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the provisions of Section 14A of the Exchange Act, require that we provide our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. Our Board has determined to provide our stockholders this opportunity on an annual basis.

As described in the Compensation Discussion &and Analysis (the “CD&A”), our executive compensation philosophy is to provide appropriate competitive compensation opportunities to our executives with actual pay outcomes heavily influenced by the achievement of Company performance targets and individual performance objectives (in other words, “pay for performance”) in support of our business strategy and creation of long-term stockholder value. The Company’s ~~relatively new~~ management team has been embracing a performance culture and driving growth of the business. We finished a successful and productive fiscal 2017 with strong performance, meeting our financial commitments and strengthening our future. In fiscal ~~2015, despite the negative impact of foreign exchange,~~2017, the Company delivered strong operating performance, with revenue increasing ~~6.9%~~8% and earnings per share increasing ~~650%~~128%. ~~In addition, in fiscal 2015, the Company’s stock price increased 64.2%, from $24.36 to $40.00 per share.~~

Each year, we take into account the result of the “say-on-pay” vote cast by our stockholders. At our ~~2015~~2017 Annual Meeting, we saw ~~a measurable~~an increase in support ~~with approval votes significantly improving~~ from ~~2014. We interpreted~~2016. Our Compensation Committee continually evaluates the ~~results~~design and direction of our ~~2015 vote - and the marked improvement over 2014 – as an endorsement of our program’s evolving design and direction.~~compensation structure. Previously, in response to stockholder feedback, we introduced performance stock units (“PSUs”) tied to return on invested capital (“ROIC”) as a significant component of ~~fiscal 2014~~ long-term equity awards. After careful consideration, effective for fiscal 2017 long-term equity awards, the Compensation Committee determined to add relative total shareholder return (“TSR”) as an additional performance metric applicable to the PSUs. In our discussions with stockholders in connection with last year’s Annual Meeting, as well as our continued stockholder outreach later in the year, there was strong support for this ~~revised~~ structure. ~~We believe these~~Stockholders expressed appreciation for the considered, balanced approach in utilizing one consistent absolute metric (ROIC) and one relative metric (TSR) for PSUs, ~~with ROIC measures are a major step forward~~ and ~~a direct reflection~~also were strongly in favor of ~~stockholder impact. Accordingly, the Compensation Committee continued to use~~keeping ROIC as a performance ~~metric and granted PSUs tied to ROIC as a significant component of the fiscal 2015 long-term equity awards.~~metric.

Stockholders are urged to read our CD&A, beginning on page 21, and the section entitled “Executive Compensation Tables” beginning on page 3741 for additional details about our executive compensation programs, including information about the fiscal ~~2015~~2017 compensation of our NEOs.

We are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives you as a stockholder the opportunity to express your views on our NEOs’ compensation. This vote is not intended to address any specific element of our compensation programs, but rather to address our overall approach to the compensation of our NEOs described in this proxy statement. To that end, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

RESOLVED, that stockholders of Hologic, Inc., hereby approve the compensation paid to the Company’s named executive officers, as described in this proxy statement under the “Compensation Discussion and Analysis” section, the “Executive Compensation Tables” section and other narrative disclosure contained therein, pursuant to the SEC’s compensation disclosure rules.

Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee or our Board. However, the Company values the opinions expressed by stockholders in their vote on this proposal and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of shares present, in person or represented by proxy, and voting on this proposal at the Annual Meeting. Abstentions and broker “non-votes” will not have any effect on the proposal to approve executive compensation as disclosed in this proxy statement.

Recommendation of the Board

Our Board of Directors unanimously recommends that you vote “FOR” the approval of this resolution. Management proxy holders will vote all duly submitted proxies FOR approval unless ~~duly~~ instructed otherwise.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 44

Hologic, Inc. 2018 Proxy Statement

Proposal No. 3

~~Approval of Amendment to~~Approve the Hologic, Inc. ~~2012 Employee Stock Purchase~~Amended and Restated 2008 Equity Incentive Plan

InSummary of the Proposal

Effective March 11, 2008 we adopted the Hologic, Inc. 2008 Equity Incentive Plan (the “2008 Equity Incentive Plan”). Effective March 11, 2013, stockholders approved an amendment and restatement of the 2008 Equity Incentive Plan (the “Current A&R Plan”). On December ~~2015, the~~15, 2017, our Board, ~~approved,~~ subject to stockholder approval at the Annual Meeting, approved a further amendment and restatement of the Current A&R Plan (the “Proposed A&R Plan”).

The Proposed A&R Plan, which is attached asAnnex B to this proxy statement, would, among other things:

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increase the number of shares of common stock available for grant under the plan by 4,500,000 shares;

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impose award limits for Directors;

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provide for minimum vesting periods;

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clarify that restricted or performance stock unit awards may include dividend rights and that no dividends credited/payable with respect to unvested stock will be paid until the underlying stock vests;

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eliminate liberal share recycling with respect to options; and

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make certain other administrative changes.

The above is not a comprehensive list of the changes, some of which are described in more detail below. For further and complete information on the terms of the Proposed A&R Plan, please see the full text of the Proposed A&R Plan in Annex B.

Our Compensation Committee and our Board believe that our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We also believe that our ability to do so depends on being able to offer key personnel competitive compensation. Equity is a key component of our compensation program. Hologic grants equity awards to key employees, consultants and non-employee directors to achieve our strategic objectives by:

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providing motivation to achieve the Company’s financial goals;

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promoting retention through the use of multi-year vesting schedules;

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encouraging loyalty;

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fostering alignment with the interests of Hologic stockholders; and

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providing incentives that are competitive with those of companies with which Hologic competes for talent.

As of September 30, 2017, a total of 6,795,960 shares remained available for future awards under the Current A&R Plan.

Material Amendments

The material differences between the Current A&R Plan and the Proposed A&R Plan are described below, and such descriptions are qualified in their entirety by ~~Hologic stockholders, an amendment~~the text of the Proposed A&R Plan, which is attached asAnnex B to this proxy statement. The list below does not cover all of the updates or revisions to the ~~Hologic 2012 Employee Stock Purchase~~Current A&R Plan, ~~(the “ESPP”)~~including certain clarifications and ministerial changes. For further and complete information on the terms of the Proposed A&R Plan, we encourage you to refer to the text of the Proposed A&R Plan. Capitalized words used but not defined in this section have the meaning ascribed to them in the Proposed A&R Plan.

Increase in Share Reserve. Upon adoption, the maximum aggregate number of shares of our common stock authorized for issuance under the Proposed A&R Plan would be 36,000,000, reflecting an increase of 4,500,000 shares authorized for issuance as compared to the Current A&R Plan. Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Proposed A&R Plan should be sufficient to cover our company’s projected stock grants for a period of approximately 4-5 years, including our company’s annual equity grants that are expected to be made in November 2018.

Director Limits. Under the Proposed A&R Plan, the aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards) and cash compensation granted under the Proposed A&R Plan or otherwise to any one non-employee director during any fiscal year will not exceed $800,000, with 150% of such limit to be permitted for a non-employee director in the fiscal year he or she first joins our Board or is first designated as Chairman of our Board or Lead Director.

Minimum Vesting. Equity-based awards granted under the Proposed A&R Plan may not become exercisable, vest or be settled prior to the one-year anniversary of the date of grant, other than in the event of death, disability or Change of Control, with an exception for no more than 5% of the aggregate number of shares authorized for issuance under the Proposed A&R Plan and for annual equity grants to non-employee directors that occur in connection with the Company’s Annual Meeting of ~~Common~~Shareholders, which may vest on the date of the Company’s next Annual Meeting, even if the period between meetings is less than one year.

Clawbacks.Awards under the Proposed A&R Plan will be subject to any clawback policy of our company, as applicable, and repayment when required by any policy adopted by the Nasdaq Stock Market.

Award Limits. The current A&R Plan provides that:

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no participant may be granted awards under the plan during any one fiscal year to receive, acquire or purchase more than3,000,000 shares of Common Stock; and

Hologic, Inc. 2018 Proxy Statement

●	no Participant may be granted an annual incentive award under the plan in any fiscal year that exceeds four (4) times his or her base salary for that fiscal year.

The Proposed A&R Plan provides that:

●	the aggregate number of shares that may be earned pursuant to awards granted under the plan during any calendar year to any one participant shall not exceed 3,000,000;

●	the aggregate number of shares that may be issued pursuant to the exercise of incentive stock options shall not exceed 36,000,000; and

●	the maximum cash amount payable pursuant to all incentive awards granted in any calendar year to any participant under the plan that are intended to be performance based compensation shall not exceed ten million dollars ($10,000,000).

Term.The term of the Proposed A&R Plan would expire on March 14, 2028, unless extended by stockholder approval in the future.

Key Data

When approving the Proposed A&R Plan, our Compensation Committee considered the burn rate with respect to the equity awards granted by our company, as well as our overhang. Our burn rate is equal to the total number of equity awards our company granted in a fiscal year divided by the weighted average number of shares of common stock outstanding during the year. Overhang is equal to the total number of equity awards outstanding plus the total number of shares available for grant under ~~such plan~~our equity plans, divided by ~~3,000,000 shares to 5,500,000 shares. The ESPP provides eligible employees with~~ the opportunity to become Hologic stockholders and participate in the Company’s success, which aligns the interests of participating employees with those of stockholders. Employee participation in the ESPP far exceeds market norms - over 55%sum of the ~~Company’s employees who are eligible to participate are enrolled in~~total common stock outstanding, the ~~ESPP.~~

~~The amendment to~~number of equity awards outstanding and the ~~ESPP will enable the Company to continue to grant purchase rights to its employees at levels determined appropriate by the Compensation Committee. Based on Hologic’s stock price and historical rates~~total number of ~~employee participation in the ESPP, we believe that there may not be sufficient~~ shares available for ~~purchase~~grant under our Company’s equity plans. Our share burn rate for the current ESPP through December 31, 2016. Additional shares are needed for use in the ESPP so that the ESPP can continue to be used as a benefit to attract and retain employees. We estimate that the addition of 3,000,000 shares will allow continued employee participation forpast three fiscal years was approximately ~~five years. If this amendment~~0.94%, which is comparable to the ~~ESPP~~median three-year average share burn rate of 0.88% for our peer group (described in more detail on pages 28 and 29). Our overhang as of September 30, 2017 was 5.53%, which was significantly less than the median overhang of the peer group of 10.59%. If the Proposed A&R Plan is ~~not~~ approved, ~~by stockholders,~~our overhang would increase to 7.16%, which is still significantly less than that of the ~~Board will suspend future employee participation in~~median of the ~~ESPP once the currently available shares are purchased.~~

~~As of January 1, 2016, 639,949 shares remained available for future purchases under the ESPP.~~peer group.

The following istable sets forth information regarding outstanding equity awards and shares available for future equity awards under the Current A&R Plan as of September 30, 2017 (without giving effect to approval of the Proposed A&R Plan):

Total shares underlying outstanding stock options		5,431,758
Weighted average exercise price of outstanding stock options	$	28.15
Weighted average remaining contractual life of outstanding stock options		5.4
Total shares underlying outstanding unvested time-based restricted stock unit awards		2,291,880
Total shares underlying outstanding unearned performance-based restricted stock unit awards		711,167
Total shares currently available for grant under Current A&R Plan		6,795,960
Total shares of common stock outstanding as of September 30, 2017		275,293,598

On the Record Date, the market price of our common stock, the class of stock underlying all awards subject to the Current A&R Plan, was $43.75 per share as reported on the Nasdaq Global Select Market.

Promotion of Good Corporate Governance Practices

The Proposed A&R Plan generally provides for the following (subject to exceptions as specified in and qualified in its entirety by the Proposed A&R Plan document inAnnex B):

●	incentive stock options may not have a term in excess of ten years, may not be repriced without stockholder approval, and may not be granted at a discount to the fair market value of our common stock on the grant date;

●	annual limit on equity and cash compensation that may be awarded to non-employee directors;

●	one-year minimum vesting period for all equity-based awards;

●	in no event will dividends or dividend equivalents be paid during the service or performance period with respect to unvested time-based or unearned performance-based awards; and

●	awards are subject to any recovery, recoupment, or similar “clawback” policy maintained by our Company.

Summary of the Proposed A&R Plan

The following summary of the material terms ~~and conditions~~ of the ~~ESPP, as proposed to be amended. This summary does not purport to be complete and~~Proposed A&R Plan is qualified in its entirety by reference to the ~~terms~~complete text of the ~~ESPP (as proposed to be amended), a copy of~~Proposed A&R Plan, which is ~~attached~~set forth inAnnex B to this proxy ~~statement as Annex~~statement. Stockholders are encouraged to read the text of the Proposed A ~~and incorporated herein by reference.~~&R Plan in its entirety.

~~Summary~~Purpose.The purpose of the ~~ESPP~~Proposed A&R Plan is to attract and retain employees and directors, to provide an incentive for them to assist us in achieving our long-range performance goals, and to enable them to participate in our long-term growth.

~~Purpose.~~ ~~The ESPP is intended to provide our employees with additional incentives by permitting them to acquire Common Stock at a reduced price through payroll withholding.~~

Effective Date. The ESPP was originally approved by the Board on November 1, 2011 and by stockholders on March 6, 2012. The proposed amendment to the ESPP was approved by the Board on December 16, 2015, subject to the approval of our stockholders at this Annual Meeting.

~~Term.~~ ~~The ESPP provides that it shall terminate when all of the shares of Common Stock reserved for the purposes of the ESPP have been purchased. The ESPP can also be terminated by our Board at any time~~Proposed A&R Plan will become effective on the ~~termination~~date of our Annual Meeting of Stockholders, if it is approved by our stockholders.

Term.The term of the ~~then current offering period. Upon such termination or any other termination~~Proposed A&R Plan expires on the tenth anniversary of its effective date; provided, however, that incentive stock options may not be awarded under the ~~ESPP, all payroll deductions not used to purchase Common Stock will be refunded to the applicable employees without interest.~~Proposed A&R Plan after December 15, 2027.

Securities to be Offered and Eligible Participants. The ~~ESPP~~Proposed A&R Plan provides ~~that~~for the issuance of a maximum of 36,000,000 shares pursuant to the grant of options (“Options”); restricted stock awards; and other awards, including, without limitation, restricted stock units (“RSUs”), deferred shares, performance shares, stock units, stock appreciation rights and stock or phantom stock awards (collectively, “Stock Based Awards”) to our and our subsidiaries’ and parents’ employees, ~~(including~~consultants, directors, executive officers and ~~employee directors)~~any other persons who ~~are employed before the first day~~our Board has determined to have made (or is expected to make) contributions to our Company. All of ~~the applicable offering,~~our employees, executive officers and non-employee directors are ~~eligible to participate. However, the following employees are not~~ eligible to participate in the ~~ESPP: (i) any employee who would own five percent (5%) or more~~Proposed A&R Plan; as of September 30, 2017, we had 6,233 full-time employees and 7 non-employee directors.

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The shares of our ~~Common Stock, immediately after an option~~common stock available for issuance under the ~~ESPP~~Proposed A&R Plan are subject to adjustment for any stock dividend, recapitalization, stock split, stock combination or certain other corporate reorganizations. Adjustments do not have to be uniform as between different awards or different types of awards. If, (i) an award granted under the Proposed A&R Plan is ~~granted and (ii) any employee whose customary employment is not for more~~canceled, expires, forfeited, settled in cash, settled by delivery of fewer shares of common stock than ~~twenty (20) hours per week. Based on~~ the ~~current employee population, there are over 3,700 eligible participants.~~

~~Securities Offered and Terms of Participation.~~~~The maximum~~ number of shares of ~~Common Stock which~~common stock underlying the award or otherwise terminated without delivery of the shares of common stock to the holder of such award, or (ii) other than in the case of an Option Award or a stock appreciation right award, shares are withheld from such an award or separately surrendered by a participant in payment of taxes relating to such an award, such shares or shares underlying such award shall be deemed to constitute shares not delivered and will be available under the Proposed A&R Plan for subsequent awards. Shares of common stock subject to an Award under the Proposed A&R Plan may not again be made available for issuance under the plan if such shares are: (A) shares that were subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such stock appreciation right, (B) shares delivered to or withheld by the Company to pay the exercise price of an Option Award, (C) shares delivered to or withheld by the Company to pay the withholding taxes related an Option Award or a stock appreciation right, or (D) shares repurchased on the open market with the proceeds of an Option Award. Shares issued pursuant to awards under the Proposed A&R Plan may be ~~purchased by all employees~~authorized and unissued shares or shares that we reacquired including in the open market. The aggregate number of shares issued under the ~~ESPP is currently 2,500,000, subject to adjustments for stock splits, stock dividends and similar transactions. The proposed amendment would increase~~Proposed A&R Plan at any time may only equal the number of shares ~~authorized~~actually issued upon exercise or settlement of an award under the Proposed A&R Plan.

Subject to adjustments for ~~purchase by 3,000,000. Such~~changes in our capitalization, the aggregate number of shares that may be ~~authorized but unissued~~earned pursuant to awards granted under the Proposed A&R Plan during any calendar year to any one participant will not exceed 3,000,000; and the aggregate number of shares that may be issued pursuant to the exercise of ~~Common Stock~~incentive stock options will not exceed 36,000,000. The maximum cash amount payable pursuant to all incentive awards granted in any calendar year to any participant under the plan that are intended to be performance based compensation shall not exceed ten million dollars ($10,000,000).

Under the Proposed A&R Plan, the aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards) and cash compensation granted under the Proposed A&R Plan or ~~shares~~otherwise to any one non-employee director during any fiscal year will not exceed $800,000, with 150% of ~~Common Stock reacquired by us, including shares of Common Stock purchased~~such limit to be permitted for a non-employee director in the ~~open market.~~fiscal year he or she first joins our Board or is first designated as Chairman of our Board or Lead Director.

~~Eligible employees who elect to participate in the ESPP must give instruction~~Administration.The Proposed A&R Plan is administered by our Board. Our Board may, to the ~~Company,~~extent permitted by applicable law, delegate any or all of its powers under and/or day-to-day administration of the Proposed A&R Plan to a ~~designated broker~~committee or subcommittee of our Board (or other employee or agent, as ~~permitted, to withhold a specified dollar amount from their salary during the following six-month period (periods run from January 1 to June 30 and from July 1 to December 31 and each~~applicable). The Proposed A&R Plan is ~~referred to as an “Offering Period”). In addition,~~currently administered by the Compensation Committee may, in its sole and absolute discretion, provide for additional Offering Periods provided that such Offering Period shall not exceed twenty-seven (27) months or any other limitation imposed by Section 423of our Board.

Options.Subject to the provisions of the ~~Code. The~~Proposed A&R Plan, our Board may award options and has the authority to select the optionees and determine the terms of the options granted, including: (i) the number of shares subject to each option, (ii) when the option becomes exercisable, (iii) the exercise price ~~for each Offering Period shall be the lesser of (i) eighty-five percent (85%)~~ of the ~~price per share~~option, (iv) the duration of the ~~Common Stock on~~option and (v) the ~~first business day~~time, manner and form of payment upon exercise of an option. As provided under the ~~Offering Period, as reported by NASDAQ, and (ii) eighty-five percent (85%) of~~Proposed A&R Plan, the price per share of the Common Stock on the last business day of the Offering Period, as reported by NASDAQ (such lesser price, the “Option Exercise Price”). We grant to each participant on the first day of the Offering Period, an option to purchase on the last day

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 45

~~of the Offering Period, at the Option Exercise Price, that~~ number of shares of ~~Common Stock that his~~our common stock underlying a stock option and the exercise price thereof will continue to adjust when we effect a stock split, stock dividend, merger or ~~her accumulated payroll deductions~~similar event.

The exercise price per share for each option, including both incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), to be granted under the Proposed A&R Plan may not be less than the fair market value per share of our common stock on the ~~last day~~date of such grant (with an exception for options that are a substitute award for options held by optionees of an acquired entity). In the ~~Offering Period will pay for at such price. The option is automatically deemed~~case of an ISO to be ~~exercised if the~~granted to an employee ~~is still a participant on the last day of the Offering Period. Participation ends automatically upon termination of employment.~~

~~A participating employee may authorize a payroll deduction of any whole percentage up to but not~~owning stock possessing more than ten percent (10%) of his or her base pay (including commissions, if applicable) in effect on each offering commencement date. Deductions from any employee’s compensation may be decreased only once during an Offering Period. Deductions from any employee’s compensation maythe total combined voting power of all classes of our stock, the price per share for such ISO shall not be ~~increased during an Offering Period. Under the ESPP, the number of shares purchased at the end of any Offering Period may not be more~~less than 500 shares. Further, no employee shall be granted an option which permits the employee’s right to purchase Common Stock under the ESPP to accrue at a rate that exceeds, during any calendar year, $25,000one hundred ten percent (110%) of the fair market value per share of our common stock on the date of grant. In no event may our Board amend an outstanding option agreement to reduce the exercise price or otherwise re-price or institute an option exchange program, or if the exercise price of an option is above the fair market value per share of our common stock, take action to cancel and re-grant or exchange an outstanding option for cash or another award, unless such action is approved by our stockholders.

Each option granted will expire on the date specified by our Board, but not more than (i) ten years from the date of grant in the case of ISOs and (ii) five years from the date of grant in the case of ISOs granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of our stock. Generally, no ISO may be exercised more than 90 days following termination of employment. However, in the event that termination is due to death or disability, the option is exercisable for a maximum of 180 days after such termination.

Restricted Stock Awards. Subject to the provisions of the Proposed A&R Plan, our Board may grant shares of restricted stock to participants with such restricted periods and other conditions as our Board may determine and for no cash consideration or such other consideration as may be required by applicable law or by our Board. Our Board determines the exercise price per share for purchases under the Proposed A&R Plan. Unless determined otherwise by our Board, participants in whose name restricted stock awards are granted will be entitled to receive all dividends and other distributions paid with respect to those shares. Notwithstanding the foregoing, dividends credited/payable in connection with restricted stock awards that are not yet vested will be subject to the same restrictions and risk of forfeiture as the underlying restricted stock awards and will not be paid until the underlying restricted stock awards vest.

Other Stock Based Awards. Subject to the provisions of the Proposed A&R Plan, our Board may award stock awards, which may be designated as award shares based upon certain conditions, securities convertible into our common stock, stock appreciation rights (subject to the same terms as options, as applicable),

Hologic, Inc. 2018 Proxy Statement

phantom stock awards, performance stock, deferred stock, RSUs, shares of our common stock not subject to any restrictions, other stock units, or other awards. Our Board determines the exercise price per share for Awards under the Proposed A&R Plan. Prior to settlement or forfeiture, an RSU or other stock unit agreement may, at our Board’s discretion, provide a right to dividend equivalents; provided such dividend equivalents will be subject to the same restrictions and risk of forfeiture as, and will not be paid until the vesting of, their underlying awards. No other form of award under the Proposed A&R Plan will give rise to dividend rights, voting rights, or other rights as a shareholder with respect to any shares of common stock covered by a participant’s award prior to the issuance of such ~~stock (to~~shares.

Performance and Incentive Awards. Subject to the provisions of the Proposed A&R Plan, our Board may grant awards, including cash bonuses, under the Proposed A&R Plan that are subject to such performance conditions as may be ~~calculated~~specified by the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions and may exercise its discretion to reduce the amounts payable under any incentive award subject to performance conditions.

The Committee may establish performance goals that are measured either individually, alternatively or in any combination, applied to either the Company as a whole or to a specified subsidiary or business unit, and measured over a performance period, on an absolute basis or relative to a pre-established target to a previous year’s result or to a designated comparison group, either based on United States Generally Accepted Accounting Principles (“GAAP”) or non-GAAP financial results, in each case as specified by the Committee in the Award. The business criteria that the Committee may use in establishing performance goals for such an Award include, among others: economic value added; earnings before interest, taxes, depreciation and amortization; earnings before interest and taxes; cash flow; earnings per share; operating income; operating income before income taxes; net income; net income before income taxes; operating margin; ratio of debt to stockholder’s equity; reduction of debt, return on equity; return on assets; return on invested capital; revenue; total shareholder return; market penetration; total market capitalization and enterprise value; business retention; new product generation; cost controls and targets (including costs of capital); customer satisfaction; employee satisfaction; agency ratings; management of employment practices and employee benefits; supervision of litigation and information technology; implementation of business process controls; recruiting and retaining personnel; geographical expansion; clinical and product developments; or regulatory milestones. For the avoidance of doubt, the performance goals associated with the business criteria can be measured on an absolute basis or relative to a group of companies, entities, or other forms of external benchmarks. A “performance period” shall be a calendar year, fiscal year of the Company or other longer or shorter period designated by the Compensation Committee.

General Provisions. The Proposed A&R Plan is intended to be an unfunded plan. Each award will be evidenced by a written document (which may be electronic) delivered to the participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Proposed A&R Plan as our Board considers necessary or advisable. Each type of grant may be made alone, in addition to, or in relation to any other type of grant. The terms of each type of award need not be identical and our Board need not treat participants uniformly. Our Board may amend, modify or terminate any outstanding grant, including substituting therefor another award, changing the date of exercise or realization and converting an ISO to an NQSO, provided that the participant’s consent to such action shall be required unless our Board determines that the action (i) would not materially and adversely affect the participant or that any such adverse effect has been adequately compensated or (ii) is required or advisable in order for our company, the Proposed A&R Plan, or the award to satisfy any law or regulation and meet the requirements or avoid adverse financial accounting consequences under any accounting standard; provided, however, in no event may our Board or our Company amend or modify any outstanding award to lower the award, exercise or conversion price applicable to such award or, when the exercise price of an outstanding award is above the fair market value per share of our common stock, take any action to otherwise cancel and re-grant or exchange an outstanding option or stock appreciation right for cash or another award, unless such action is approved by our stockholders (except in the case of a change of control).

Equity-based awards granted under the Proposed A&R Plan may not become exercisable, vest, or be settled, in whole or in part, prior to the one-year anniversary of the date of the grant, except that: (i) our Board may provide that awards become exercisable, vest or settle prior to such date in the event of a participant’s death or disability or in the event of a change of control (as defined in the Proposed A&R Plan); and (ii) annual equity grants to non-employee directors that occur in connection with our Company’s Annual Meeting of Stockholders may vest on the date of our Company’s next Annual Meeting. Notwithstanding the foregoing, up to 5% of the aggregate number of shares authorized for issuance under the Proposed A&R Plan may be issued pursuant to awards subject to any, or no, vesting conditions, as our Board determines appropriate.

If any policy adopted by the Nasdaq Stock Market requires the repayment of incentive-based compensation received by a participant, the participants in the Proposed A&R Plan agree to such repayment to the extent required by such policy and applicable law. Further, subject to the provisions of the Proposed A&R Plan, awards will be subject to any recovery, recoupment, clawback, and/or other forfeiture policy maintained by our Company.

Our Board may amend, suspend or terminate the Proposed A&R Plan or any portion thereof at any time; provided that no amendment shall be made without stockholder approval if such approval is necessary to comply with any applicable law, rules or regulations. Our Board may also create a sub plan under the Proposed A&R Plan to comply with the laws and regulations of any foreign country in which we may seek to grant options and awards to persons eligible to participate in the Proposed A&R Plan.

Our Board will determine the effect on an award of the death, disability, retirement or other termination of employment of a participant and the extent to which and period during which the participant’s legal representative, guardian or designated beneficiary may receive payment of an award or exercise rights thereunder. Our Board, in its discretion, may waive or amend the operation

Hologic, Inc. 2018 Proxy Statement

of provisions regarding exercise of awards after termination of employment and, except as otherwise provided in the Proposed A&R Plan, adjust any of the terms under any award. Grants under the Proposed A&R Plan are not transferable other than as designated by the participant by will or by the laws of descent and distribution; provided, however, that upon meeting certain conditions and if our Board allows, an award recipient may transfer an award to any “family member” (as defined in Section A.1(a)(5) of the General Instructions to Form S-8 under the Securities Act of 1933, as amended) or certain trusts or partnerships. In such cases, except as otherwise specified, all vesting, exercisability and forfeiture provisions conditioned on the original award recipient’s continued employment or service will continue to be determined with reference to the original award recipient’s employment or service, and the responsibility to pay any taxes in connection with an award will remain with the original award recipient regardless of any transfer other than by will or intestate succession.

Our Board, in its discretion, may take certain actions in the event of a change of control of our Company, including (i) providing for the acceleration of any time period relating to the exercise or realization of the grant, (ii) providing for the repurchase of the grant for an amount equal to the difference of (x) the consideration received per share for the securities underlying the grant in the change of control minus (y) the per share exercise price of such securities, (iii) adjusting the terms of the award in order to reflect the change of control, (iv) causing the award to be assumed, or new rights substituted therefor, by another entity, (v) providing for the termination of the award, or (vi) making such other provision as our Board may consider equitable and in our best interest, provided that, in the case of an action taken with respect to an outstanding award, the participant’s consent to such action shall be required unless our Board determines that the action, taking into account any related action, would not materially and adversely affect the participant (or that such adverse effect has been adequately compensated) or such action is required or advisable in order for the Company, the A&R Plan or the award to satisfy any law or regulation or to avoid an adverse financial accounting standard.

United States Federal Income Tax Consequences

The following discussion of the United States federal income tax consequences of the issuance of awards granted under the Proposed A&R Plan is based upon the provisions of the Internal Revenue Code of 1986 (the “Code”), current regulations adopted and proposed thereunder, and existing administrative rulings and pronouncements of the Internal Revenue Service (the “IRS”). It is not intended to be a complete discussion of all of the United States federal income tax consequences of the Proposed A&R Plan or of all of the requirements that must be met in order to qualify for the described tax treatment. The Proposed A&R Plan provides Hologic with broad discretion to grant many different types of awards. The discussion below illustrates the United States federal income tax consequences of only some of the types of awards Hologic is permitted to make under the Proposed A&R Plan. Depending on the type of award granted under the Proposed A&R Plan, the United States federal income tax consequences to Hologic and recipients of awards could materially differ from the discussion below. In addition, because the tax consequences may vary, and certain exceptions to the general rules discussed herein may be applicable, depending upon the personal circumstances and the type of award granted, each recipient should consider his or her personal situation and consult with his or her tax advisor with respect to the specific tax consequences applicable to each recipient. No information is provided in the discussion below about municipal, state, or foreign tax laws.

Incentive Stock Options

An option holder will not recognize taxable income upon either the grant or the exercise of an ISO. The difference between the exercise price and the fair market value of the ~~stock~~shares on the ~~first business day~~exercise date will, however, be a preference item for purposes of the ~~Offering Period) for each calendar~~alternative minimum tax.

An option holder will recognize taxable income upon the disposition of the shares received upon exercise of an ISO. Any gain recognized upon a disposition that is not a “disqualifying disposition” will be taxable as long-term capital gain. The measure of gain is the difference between the proceeds received on disposition and the option holder’s basis in the shares (which generally equals the exercise price). A “disqualifying disposition” means any disposition of shares acquired on the exercise of an ISO within two years of the date the option was granted or within one year ~~in which such~~of the date the shares were issued to the option holder. The use of shares acquired pursuant to the exercise of an ISO to pay the option price under another stock option is ~~outstanding at any time.~~treated as a disposition for this purpose. If an option holder disposes of stock acquired pursuant to the exercise of an ISO in a disqualifying disposition, the option holder will recognize both ordinary income and capital gain in the year of disposition.

An employee may withdraw from the ESPP, and withdraw all of the payroll deductions credited to his or her account under the ESPP at least five (5) business days prior to the end of any Offering Period, or such other time as we or a designated broker may require. Upon such a withdrawal, the Company will refund, without interest, the entire remaining balance of the employee’s payroll deductions.

~~Administration.~~ The ESPP is administered by the Compensation Committee, and may be amended by our Board from time to time in any respect; provided, however, that no amendment shall be effective without stockholder approval if the amendment would materially increase the number of shares of Common Stock which may be issued under the ESPP, materially increase the benefits accruing to participants in the ESPP or materially modify the requirements as to eligibility for participation in the ESPP.

~~United States Federal Tax Consequences~~

The ESPP is intended to qualify as an “employee stock purchase plan” under Code Section 423, but is not intended to be a “qualified plan” under Code Section 401(a). As noted above, each participating employee is granted an option on the first day of the Offering Period, which is automatically exercised if the employee is still a participant on the last day of the Offering Period. An employeeHologic will not ~~recognize income on~~be entitled to any deduction with respect to the grant or exercise of an ISO provided the holder does not make a disqualifying disposition. If the option ~~under the ESPP. In addition, we~~holder does make a disqualifying disposition, Hologic will ~~not have~~generally be entitled to a ~~deductible compensation expense as a result of such grant or exercise, unless there is a premature disposition of the Common Stock received upon exercise (as described~~deduction for United States federal income tax purposes in the ~~next paragraph). If the employee does not dispose of the shares of Common Stock for at least two years from the grant of an option under the ESPP and for at least one~~ year ~~after exercising the option, or in the event of his or her death, the employee will realize ordinary income upon~~such disqualifying disposition ~~(including by sale, gift or death)~~is made, in an amount equal to the ~~lesser of: (i)~~taxable ordinary income recognized by the ~~excess~~holder, provided Hologic reports the income on a Form W-2 or 1099 (whichever is applicable) that is timely provided to the option holder and filed with the IRS.

In order for an option to qualify for ISO tax treatment, the grant of the ~~fair market value of~~option must satisfy various other conditions more fully described in the ~~Common Stock at~~Code. Hologic does not guarantee that any option will qualify for ISO tax treatment even if the ~~time of disposition or death over the Option Exercise Price, or (ii) the excess of the fair market value of the Common Stock on the first day of the Offering Period over the Option Exercise Price.~~option is intended to qualify for such treatment. In the ~~case of a disposition by sale or gift, the sum of this amount plus the Option Exercise Price paid~~event an option intended to be an ISO fails to so qualify, it will be ~~the employee’s tax basis in the Common Stock. In the case of death, the basis of the Common~~taxed as an NQSO as described below.

Nonqualified Stock ~~in the hands of the decedent’s estate is subject to special valuation rules.~~ Options

An ~~employee will recognize long-term capital gain (or loss) to the extent the sale proceeds exceed (or are exceeded by) the tax basis. If the sale price is less than the price paid, the employee~~option holder will not recognize any ~~ordinary~~taxable income ~~and any loss that~~upon the ~~employee incurs on the sale will be a capital loss.~~

~~If shares~~grant of ~~Common Stock purchased~~an NQSO under the ~~ESPP are sold by~~Proposed A&R Plan. Generally, an ~~employee within two years after~~option holder recognizes ordinary taxable income at the ~~option~~time an NQSO is ~~granted or within one year after the option is~~ exercised ~~then the employee will realize ordinary income in the year of disposition~~ in an amount equal to the excess of the fair market value of the ~~Common Stock~~shares of common stock on the date of exercise over the ~~Option Exercise Price,~~exercise price.

Hologic will generally be entitled to a deduction for United States federal income tax purposes in an amount equal to the ordinary taxable income recognized by the option holder, provided Hologic reports the income on a Form W-2 or ~~if less,~~1099, whichever is applicable, that is timely provided to the ~~excess~~option holder and filed with the IRS.

Hologic, Inc. 2018 Proxy Statement

When an option holder subsequently disposes of the ~~sale proceeds realized on disposition~~shares of ~~the Common Stock over the Option Exercise Price. Any remaining gain~~common stock received upon exercise of an NQSO, he or she will ~~be treated as~~recognize long-term capital gain ~~which may be long~~ or ~~short-term, depending on the time that~~loss (if the shares are ~~held. If~~held for at least one year following exercise), in an ~~employee does recognize~~amount equal to the difference between (i) the sale price and (ii) the fair market value on the date on which the option holder recognized ordinary taxable income as a result of the exercise of the NQSO. Hologic does not receive a ~~premature disposition,~~deduction for any gain.

An option holder who pays the exercise price for an NQSO, in whole or in part, by delivering shares of common stock already owned by him or her will recognize no gain or loss for United States federal income tax purposes on the shares surrendered, but otherwise will be taxed according to the rules described above.

Restricted Stock and RSUs

The recipient of restricted stock or RSUs will generally not recognize income at the time of the grant (unless, for restricted stock awards, the recipient makes a ~~compensation deduction~~timely election under Section 83(b) of the Code). When the award vests or is ~~allowed to us~~paid, recipients will recognize ordinary income in an amount equal ~~amount. If~~to the ~~sale price~~fair market value of the stock or units at such time. However, no later than 30 days after a recipient receives an award of restricted stock, the recipient may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that the election is ~~less than~~made in a timely manner, when the ~~price paid,~~restrictions on the ~~employee~~shares lapse, the participant will not recognize any ~~ordinary income, and any loss that the employee incurs on the sale will be~~additional income. However, if property for which a ~~capital loss.~~

~~The final Treasury Regulations under Code~~ Section ~~409A provide that the grant of an option under an employee stock purchase plan (described~~83(b) election is in Code Section 423) does not constitute a deferral of compensation. Accordingly, the interest and penalty provisions of Code Section 409A should not apply to the ESPP, so long as the ESPP satisfies the requirements of Code Section 423.

~~Unlike a “qualified plan” under Code Section 401(a), payroll deductions to purchase Common Stock under the ESPP are not excluded from an employee’s gross income. Rather, the employee~~effect is ~~taxed on the amount of the payroll deduction when it is earned.~~

~~The foregoing summary of the effect of federal income taxation~~forfeited while substantially non-vested (e.g., upon the ~~participant and us~~participant’s termination prior to vesting), the recipient may not claim a deduction with respect to the ~~purchase of shares under the ESPP does not purport to be complete, and reference should be made to the applicable provisions~~income recognized as a result of the ~~Code. In addition, this summary does not discuss~~election. A recipient will recognize taxable income at the ~~provisions~~time any dividends paid with respect to unvested shares of restricted stock are received.

For restricted stock and RSUs, Hologic will generally be entitled to a compensation deduction for United States federal income tax purposes in an amount equal to, and at the same time as, the ordinary income recognized by recipients. Hologic will report the income ~~tax laws~~on a Form W-2 or 1099, whichever is applicable, and will recognize a deduction in such amount.

Performance and Incentive Awards

The award of ~~any municipality, state,~~a performance or ~~foreign country in which the participant may reside. The applicable tax rules are complex and may change, and~~incentive award will have no United States federal income tax consequences ~~may vary depending on~~for Hologic or for the recipient. The payment of the award is taxable to a participating employee’s particular circumstance. Therefore, each participating employee should consult with his or her tax advisor concerning his or her participation in the ESPP. If you are an employee that is not subject to U.S. federal income tax, then the foregoing will not apply to you and you will have to refer to the applicable tax laws that apply.recipient as ordinary income.

IRS Circular 230 Disclosure: To ensure compliance with United States Treasury Regulations governing tax practice, Hologic ~~Inc.~~ ~~2016 Proxy Statement~~ 46informs you that: Any United States tax advice contained in this discussion was not written to be used for and cannot be used for (i) purposes of avoiding any tax-related penalties that may be imposed under United States federal tax law, or (ii) the promotion, marketing or recommending to another party of any transaction or matter addressed herein.

New Plan Benefits

~~The benefits to be received by our executive officers~~Our directors and employees under the ESPP are not determinable because, under the terms of the ESPP, the amounts of future stock purchases are based upon elections made by eligible employees subject to the terms and limits of the ESPP. Directors who are not employees do not qualify as eligible employees and thus cannot participate in the ESPP. Future purchase prices are not determinable because they will be based upon the closing market price per share of the Common Stock, as reported by NASDAQ, on either the first business day of the applicable Offering Period or the last business day of the applicable Offering Period, depending on which closing market price is lower. Our executive officers have a financial interest in this proposal because, if adopted, the ~~ESPP~~Proposed A&R Plan would increase the number of shares ~~issuable~~available for issuance to directors, executives and other employees under the ~~ESPP,~~Current A&R Plan, and the directors and executive officers are eligible participants thereunder.

The benefits that will be awarded or paid in the future under the Proposed A&R Plan are not currently determinable. Such awards are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them.

Number of Options Historically Granted

The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of our Company’s common stock subject to option grants since the 2008 Equity Incentive Plan’s inception through September 30, 2017.

	Number of Options Granted (#)
Named Executive Officers:
Stephen P. MacMillan	1,353,751
Robert W. McMahon	196,007
Eric B. Compton	163,187
John M. Griffin	74,113
Peter J. Valenti, III	105,581
All executive officers as a group (7 persons)	2,009,935
All non-executive directors as a group (7 persons)	489,186
All employees, excluding executive officers	16,633,655

Hologic, Inc. 2018 Proxy Statement

Vote Required

Recommendation of the Board

Our Board of Directors unanimously recommends that you vote “FOR” the approval of ~~this resolution. Management proxy holders will vote all duly submitted proxies FOR approval unless duly instructed otherwise.~~the amendment and restatement of the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan.

EQUITY COMPENSATION PLAN INFORMATION

AsWe maintain a number of ~~December 26, 2015, there were 7,229,293 shares subject to issuance upon exercise of outstanding options under all of our~~ equity compensation plans ~~referred~~for employees, officers, directors and others whose efforts contribute to in the table below, at a weighted average exercise price of $24.50 per share and with a weighted average remaining term of 5.3 years. In addition, there were a maximum total of 5,049,341 shares that may be issued on the vesting of outstanding stock unit awards, of which 3,461,301 related to RSUs and 1,588,040 related to PSUs, all of which remain subject to forfeiture. As of December 26, 2015, there were 7,652,393 shares available for future issuance under those plans.

our success. The table below sets forth certain information as of the end of our fiscal year ended September ~~26, 2015~~30, 2017 regarding the shares of our ~~Common Stock~~common stock available for grant or granted under stock option plans and equity incentives that (i) were approved by our stockholders, and (ii) were not approved by our stockholders.

Plan Category Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(a) Weighted-average
exercise price
of outstanding
options, warrants
and rights
(b)⁽²⁾ Number of securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
(c)
Equity compensation plans approved by security holders⁽¹⁾ 10,952,419 $ 22.21 9,460,950
Equity compensation plans not approved by security holders — $ — —
TOTAL 10,952,419 $ 22.21 9,460,950

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average Exercise price of outstanding options, warrants and rights (b)⁽²⁾		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by
security holders⁽¹⁾	9,053,180	$	28.15	6,795,960
Equity compensation plans not approved by
security holders	—	$	—	—
TOTAL	9,053,180	$	28.15	6,795,960

(1)

Includes ~~4,258,563~~3,621,422 shares that are issuable upon ~~the vesting of~~ restricted stock units (RSUs), performance stock units (PSUs). and market stock units (MSUs) vesting. The remaining balance consists of outstanding stock option grants.

(2)

The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, PSUs and ~~PSUs,~~MSUs, which have no exercise price.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 47

Hologic, Inc. 2018 Proxy Statement

Proposal No. 4

Ratification of Independent Registered Public Accounting Firm Appointment

The Audit and Finance Committee has appointed Ernst & Young LLP (“Ernst & Young”), an independent registered public accounting firm, to audit our consolidated financial statements for the fiscal year ending September ~~24, 2016,~~29, 2018, and the Board is asking stockholders to ratify that selection. Although current law, rules, and regulations, as well as the charter of the Audit and Finance Committee, require the Audit and Finance Committee to engage, retain, and supervise the Company’s independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the selection of Ernst & Young for ratification by stockholders as a matter of good corporate practice.

Ernst & Young has continuously served as our independent registered public accounting firm since June 24, 2002. A representative of Ernst & Young will be available during the meeting to make a statement if such representative desires to do so and to respond to appropriate questions.

Vote Required

The affirmative vote of a majority of shares present, in person or represented by proxy, and voting on this proposal at the Annual Meeting is required to ratify the appointment of Ernst & Young. Abstentions and broker “non-votes” will not have any effect on the proposal to ratify the appointment of Ernst & Young. If the stockholders do not ratify the selection of Ernst & Young, the Audit and Finance Committee will review the Company’s relationship with Ernst & Young and take such action as it deems appropriate, which may include continuing to retain Ernst & Young as the Company’s independent registered public accounting firm.

Recommendation of the Board

Our Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young. Management proxy holders will vote all duly submitted proxies FOR ratification unless ~~duly~~ instructed otherwise.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 48

Hologic, Inc. 2018 Proxy Statement

Independent Registered Public Accounting Firm Fees

The following is a summary of the fees billed to us by Ernst & Young for professional services rendered for the fiscal years ended September ~~26, 2015~~30, 2017 and September ~~27, 2014:~~24, 2016:

Fee Category	Fiscal 2015 Fees		Fiscal 2014 Fees		Fiscal 2017 Fees		Fiscal 2016 Fees
Audit Fees	$	4,300,000	$	4,556,000	$	5,684,000	$	3,964,000
Audit-Related Fees	$	—	$	—	$	914,400	$	—
Tax Fees	$	3,540,500	$	2,296,600	$	1,707,200	$	3,039,600
All Other Fees	$	2,800	$	27,800	$	3,000	$	2,800
TOTAL FEES	$	7,843,300	$	6,880,400	$	8,308,600	$	7,006,400

Audit Fees. Consists of aggregate fees billed for professional services rendered in connection with the audit of our consolidated financial statements, the audit of the effectiveness of our internal control over financial reporting, reviews of the interim consolidated financial statements included in our quarterly reports, international statutory audits and regulatory filings, consents and other services related to SEC filings, and accounting consultations that relate to the audited financial statements and are necessary to comply with U.S. generally accepted accounting principles. The fiscal 2017 fees also include amounts to audit purchase accounting for our Cynosure, Inc. acquisition as well as incremental year-end audit procedures related to this acquisition.

Audit-Related ~~Fees.~~Fees. Consists of aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” The fees in fiscal 2017 were for due diligence services.

Tax ~~Fees.~~Fees. Consists of aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. In fiscal ~~2015~~2017 and ~~2014,~~2016, these services included assistance regarding federal, state and international tax preparation, planning, and consultation. ~~Fiscal 2015~~Both years included services ~~primarily~~ related to the Company’s consolidation of legal entities and analyzing the related tax attributes, providing assistance related to the Company’s analysis of certain aspects of its supply chain to structure it more efficiently, and general consultation and assistance with tax audits. Fiscal 2014 included services primarily related to the evaluation of the Company’s effective tax rate reduction research strategy, reviewing the Company’s Federal research credit study, assessing consolidation of legal entities and analyzing related tax attributes. Fiscal 20152017 and Fiscal ~~2014~~2016 tax compliance fees aggregated ~~$651,900~~$662,000 and ~~$680,600,~~$581,600, respectively.

All Other ~~Fees.~~Fees ~~Fiscal 2015 fees includes~~. Represents the license of technical accounting research software. Fiscal 2014 fees include aggregate fees billed for advisory services related to the Company’s audit preparation to comply with the SEC’s conflict minerals rule and the license of technical accounting software.

During fiscal ~~2015~~2017 and ~~2014,~~2016, there were no other fees for any services not included in the above categories.

The Audit and Finance Committee considers whether the provision of these services is compatible with maintaining the independence of the independent registered public accounting firm, and has determined such services for fiscal ~~2015~~2017 and ~~2014~~2016 were compatible.

Audit and Finance Committee Policy on Pre-Approval of Services

The Audit and Finance Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit and Finance Committee has delegated authority to the ~~chairperson~~Chair of the Audit and Finance Committee to pre-approve services up to a designated amount. A summary of any new services pre-approved by the ~~chairperson~~Chair is reported to the full Audit and Finance Committee in connection with its next scheduled ~~Audit Committee~~ meeting.

The Audit and Finance Committee meets with representatives of Ernst & Young periodically, but no less than quarterly throughout the year. The Audit and Finance Committee reviews audit, non-audit and tax services rendered by and the performance of Ernst & Young, as well as fees charged by Ernst & Young for such services. In engaging Ernst & Young for the services described above, the Audit and Finance Committee considered whether the provision of such services is compatible with maintaining Ernst & Young’s independence.

Hologic, Inc. 2018 Proxy Statement

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 49

Audit and Finance Committee Report

Pursuant to authority delegated by the Board of Directors of Hologic, Inc., the Audit and Finance Committee is responsible for assisting the Board in its oversight of the integrity of the Company’s consolidated financial statements, the qualifications and independence of the Company’s independent registered public accounting firm, and the Company’s internal financial and accounting controls.

Management is responsible for the Company’s financial reporting process, including the responsibility to maintain and evaluate the effectiveness of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with GAAP. The Audit and Finance Committee’s responsibility is to oversee and review these processes. The Audit and Finance Committee is not, however, engaged in the practice of accounting or auditing and does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or GAAP or as to the independence of the independent registered public accounting firm. The Audit and Finance Committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent registered public accounting firm. The Audit and Finance Committee’s responsibilities are described in a written charter. A copy of the Audit and Finance Committee’s current charter is publicly available on our website at~~investors.hologic.com.~~investors.hologic.com.

All members of the Audit and Finance Committee are independent directors as defined by NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Audit and Finance Committee met nine (9) times during fiscal ~~2015.~~2017. The meetings were designed, among other things, to facilitate and encourage communication among the Audit and Finance Committee, management, the internal audit function and the Company’s independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”). The Audit and Finance Committee discussed with Ernst & Young the overall scope and plans for its audits and the Committee regularly met with Ernst & Young without the presence of management. Ernst & Young has unrestricted access to the Audit and Finance Committee.

The Audit and Finance Committee reviewed and discussed with management and Ernst & Young the Company’s audited financial statements for the fiscal year ended September ~~26, 2015,~~30, 2017, the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s audit of internal control over financial reporting. The Audit and Finance Committee also discussed with Ernst & Young the matters required to be discussed by Auditing Standard ~~No. 16, “Communications~~(AS) 1301, “Communications with Audit ~~Committees”~~Committees” issued by the Public Company Accounting Oversight Board (“PCAOB”).

The Audit and Finance Committee also received and reviewed the written disclosure and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit and Finance Committee concerning independence, including relevant considerations of non-audit services and fees, and the Audit and Finance Committee discussed with Ernst & Young its independence from the Company.

Based on the review and discussions described above, and subject to the limitations on the Audit and Finance Committee’s role and responsibilities referred to above and in ~~the Audit Committee~~its charter, the Audit and Finance Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September ~~26, 2015.~~30, 2017. The Audit and Finance Committee has also approved the selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending September ~~24, 2016.~~29, 2018.

Respectfully Submitted by the

Audit and Finance Committee
~~Nancy L. Leaming,~~~~Chair~~
~~Sally W. Crawford~~
~~Christiana Stamoulis~~
~~Wayne Wilson~~

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 50Charles J. Dockendorff,Chair

Christiana Stamoulis

Amy M. Wendell

Hologic, Inc. 2018 Proxy Statement

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our ~~Common Stock~~common stock as January ~~8, 2016~~16, 2018 by: (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of our ~~Common Stock;~~common stock; (2) each of our NEOs named in the Summary Compensation Table on page ~~37;~~41; (3) each of our directors or nominees for director; and (4) all of our directors, nominees for director and executive officers as a group.

Name and address of beneficial owner Amount and nature of ownership⁽¹⁾ Percentage of class⁽²⁾
Greater than 5% Beneficial Owners
Capital Research Global Investors⁽³⁾ 34,025,145 12.0 %
333 South Hope Street
Los Angeles, CA 90071
Capital World Investors⁽⁴⁾ 32,219,000 11.4 %
333 South Hope Street
Los Angeles, CA 90071
Carl C. Icahn and related entities⁽⁵⁾ 28,154,879 9.9 %
767 Fifth Ave, Suite 4700
New York, NY 10153
BlackRock, Inc.⁽⁶⁾ 19,761,982 7.0 %
40 East 52^ndStreet
New York, NY 10022
The Growth Fund of America⁽⁷⁾ 16,681,300 5.9 %
333 South Hope Street
Los Angeles, CA 90071
The Vanguard Group⁽⁸⁾ 14,936,219 5.3 %
100 Vanguard Blvd.
Malvern, PA 19355
Named Executive Officers
Stephen P. MacMillan⁽⁹⁾ 745,989 *
Robert W. McMahon⁽⁹⁾ 31,974 *
Eric B. Compton⁽⁹⁾ 23,634 *
Claus Egstrand⁽⁹⁾ 15,893 *
Thomas A. West⁽⁹⁾ 11,465 *
Non-Employee Directors and Nominees
Jonathan Christodoro⁽⁹⁾ 47,719 *
Sally W. Crawford⁽⁹⁾ 302,495 *
Scott T. Garrett⁽⁹⁾ 52,190 *
David R. LaVance, Jr.⁽⁹⁾ 20,983 *
Nancy L. Leaming⁽⁹⁾ 197,095 *
Lawrence W. Levy⁽⁹) 197,779 *
Samuel Merksamer⁽⁹⁾ 47,719 *
Christiana Stamoulis⁽⁹⁾ 104,715 *
Elaine S. Ullian⁽⁹⁾ 189,679 *
Wayne Wilson⁽⁹⁾ 51,526 *
Christopher J. Coughlin 3,000 *
All directors, nominees for director and executive officers as a group (19)⁽⁹⁾ 2,386,853 *

Name and Address of Beneficial Owner	Amount and Nature of Ownership⁽¹⁾		Percentage of Class⁽²⁾
Greater than 5% Beneficial Owners
T. Rowe Price Associates, Inc.⁽³⁾ 100 E. Pratt St. Baltimore, MD 21202		43,383,414		15.7	%
The Vanguard Group⁽⁴⁾ 100 Vanguard Blvd. Malvern, PA 19355		28,188,257		10.2	%
BlackRock, Inc.⁽⁵⁾ 55 East 52nd Street New York, NY 10055		21,205,812		7.7	%
Named Executive Officers
Stephen P. MacMillan⁽⁶⁾		1,309,923		*
Robert W. McMahon⁽⁶⁾		118,759		*
Eric B. Compton⁽⁶⁾		167,824		*
John M. Griffin⁽⁶⁾		73,841		*
Peter J. Valenti, III⁽⁶⁾		75,150		*
Non-Employee Directors and Nominees
Sally W. Crawford⁽⁶⁾		211,013		*
Charles J. Dockendorff⁽⁶⁾		7,766
Scott T. Garrett⁽⁶⁾		76,602		*
Lawrence W. Levy⁽⁶⁾		90,154		*
Christiana Stamoulis⁽⁶⁾		123,566		*
Elaine S. Ullian⁽⁶⁾		86,374		*
Amy M. Wendell⁽⁶⁾		11,007		*
Namal Nawana⁽⁶⁾		1,467		*
All directors, nominees for director and executive officers as a group (15)⁽⁷⁾		2,437,880		*

Less than one percent of the outstanding shares of our ~~Common Stock.~~common stock.

(1)

The persons named in the table have, to our knowledge, sole voting and investment power with respect to all shares shown as beneficially owned by them, except as noted in the footnotes below.

(2)

Applicable percentage ownership as of January ~~8, 2016~~16, 2018 is based upon ~~283,844,849~~276,427,534 shares of our ~~Common Stock~~common stock outstanding. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting and investment power with respect to shares. Shares of our ~~Common Stock~~common stock subject to options currently exercisable or exercisable within 60 days after January ~~8, 2016~~16, 2018 and RSUs that vest within 60 days after January ~~8, 2016~~16, 2018 are deemed outstanding for computing the percentage ownership of the person holding such options and RSUs, but are not deemed outstanding for computing the percentage ownership of any other person.

(3)

Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by ~~Capital Research Global Investors~~T. Rowe Price Associates, Inc. on ~~February 13, 2015.~~January 10, 2017. The Schedule 13G/A indicates that, as of December 31, ~~2014, Capital Research Global Investors~~2016, T. Rowe Price Associates, Inc. had sole voting power over 12,623,536 shares and sole dispositive power over ~~34,025,145~~43,323,814 shares.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 51

(4)

Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by ~~Capital World Investors~~The Vanguard Group on February 13, ~~2015.~~2017. The Schedule 13G/A indicates that, as of December 31, ~~2014, Capital World Investors~~2016, The Vanguard Group had, sole voting ~~and~~power over 433,680 shares, shared voting power over 47,130 shares, sole dispositive power over ~~32,219,000 shares.~~

~~(5)~~

~~Amount~~28,188,257 shares and nature of ownership listed is based solely upon information contained in a Schedule 13D/A filed with the SEC by Carl C. Icahn and various entities affiliated with him on August 4, 2015. The Schedule 13D/A indicates that, as of August 4, 2015, Carl C. Icahn and various entities affiliated with him had shared ~~voting and~~ dispositive power over ~~28,154,879~~478,665 shares.

~~(6)~~	(5)	Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc. on ~~February 9, 2015.~~January 24, 2017. The Schedule 13G/A indicates that, as of December 31, ~~2014,~~2016, BlackRock, Inc. had sole ~~dispositive power over 19,761,982 shares and sole~~ voting power over ~~18,568,174 shares.~~
~~(7)~~	~~Amount~~18,788,608 shares and nature of ownership listed is based solely upon information contained in a Schedule 13G filed with the SEC by The Growth Fund of America on February 13, 2015. The Schedule 13G/A indicates that, as of December 31, 2014, The Growth Fund of America had sole dispositive power over ~~0 shares and sole voting power over 16,681,300~~21,205,812 shares.

~~(8)~~

Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G filed with the SEC by The Vanguard Group on February 10, 2015. The Schedule 13G/A indicates that, as of December 31, 2014, The Vanguard Group had sole dispositive power over 14,727,673 shares, sole voting power over 231,738 shares and shared dispositive power over 208,546 shares.Hologic, Inc. 2018 Proxy Statement

~~(9)~~

(6)

Includes the following ~~shares of Common Stock subject to~~ options currently exercisable or exercisable within 60 days after January 8, 2016: Mr. MacMillan – 383,761; Mr. McMahon – 24,595; Mr. Compton – 17,537; Mr. Egstrand – 12,743; Mr. West – 8,429; Mr. Christodoro – 35,274; Ms. Crawford – 174,593; Mr. Garrett – 36,401; Mr. LaVance – 11,621; Ms. Leaming – 143,163; Mr. Levy – 190,593; Samuel J. Merksamer – 35,274; Ms. Stamoulis – 76,715; Ms. Ullian – 174,593; Mr. Wilson – 9,039;16, 2018 (column a); and ~~all current directors, nominees~~RSUs/PSUs vesting within 60 days after January 16, 2018 (column b). Does not include the following PSUs/RSUs which have vested or will vest within 60 days of January 16, 2018, but as to which settlement has been deferred (column c):

	(a) Options	(b) RSUs/PSUs	(c) Deferred Equity
Stephen P. MacMillan	915,012	—	909,141
Robert W. McMahon	101,320	732	76,163
Eric B. Compton	81,380	1,221	14,588
John M. Griffin	32,838	40,390	10,258
Peter J. Valenti, III	52,099	—	4,170
Sally W. Crawford	59,966	2,206	—
Charles J. Dockendorff	5,396	1,747	—
Scott T. Garrett	58,607	2,206	2,427
Lawrence W. Levy	59,966	2,206	2,427
Christiana Stamoulis	90,933	2,206	—
Elaine S. Ullian	65,824	2,922	3,260
Amy M. Wendell	8,316	2,206	—
Namal Nawana	1,113	354	—

(7)

Includes, for ~~directors and~~two executive officers ~~as a group – 1,472,049. Also includes, for one executive officer, 2,375 RSUs~~not specifically named in the table, an aggregate of 54,402 common shares issuable upon the exercise of options presently exercisable or exercisable within 60 days of January 16, 2018 and 16,579 RSUs/PSUs vesting within 60 days of January ~~8, 2016.~~16, 2018.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors and holders of more than 10% of our ~~Common Stock~~common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our ~~Common Stock.~~common stock. Such persons are required by regulations of the SEC to furnish us with copies of all such filings. ToAs a matter of practice, our ~~knowledge, based solely~~administrative staff assists our officers and directors in preparing initial reports of ownership and reports of changes in ownership and files those reports on their behalf. Based on our review of the copies of such ~~filings~~forms we have received, as well as information provided and representations made by ~~us,~~the reporting persons, we believe that all required Section 16(a) filing requirements were met with respect to the period ended September ~~26, 2015, Section 16(a) filing requirements were met.~~30, 2017.

CERTAIN RELATIONSHIPS AND ~~RELATED PARTY~~RELATED-PARTY TRANSACTIONS

Policies and Procedures Regarding Transactions with Related ~~Persons.~~Persons. As provided in the charter of our Audit and Finance Committee, the Audit and Finance Committee reviews and approves related-party transactions (unless such review and approval has been delegated to another committee consisting solely of disinterested independent directors). The non-exclusivity of this delegation provides the Board with flexibility to address the particular circumstances of any related-party transaction. For example, certain related-party transactions involving compensation are approved by the Compensation Committee. Additionally, if one or more members of the Audit and Finance Committee are otherwise conflicted, or for any other reason, the Board reserves the right to establish a separate committee of disinterested independent directors to review a particular transaction. Regardless of the deliberative body of disinterested independent directors reviewing a related-party transaction, the standard applied in reviewing such transaction is whether the transaction is on terms no less favorable to the Company than terms generally available from an unaffiliated third party under the same or similar circumstances. The Board generally considers related-party transactions to be those transactions that are required to be disclosed pursuant to Item 404 of Regulation S-K.

Hologic, Inc. 2018 Proxy Statement

~~Hologic, Inc.~~~~2016 Proxy Statement~~ 52

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

Why am I receiving these materials?

Hologic, Inc. (“we,” “Hologic” or the “Company”) is making this proxy statement and other Annual Meeting materials available to you on the ~~Internet~~internet or, upon your request, sending printed versions of these materials to you by mail because the Board of Directors of the Company is soliciting your proxy to vote at our Annual Meeting of Stockholders to be held on March ~~2, 2016~~14, 2018 at 8:00 a.m., ~~local time,~~Eastern Time, at our offices, 250 Campus Drive, Marlborough, ~~Massachusetts~~MA 01752, and at any adjournment(s) or postponement(s) thereof. The mailing address of the principal executive office of the Company is 250 Campus Drive, Marlborough, ~~Massachusetts~~MA 01752. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote upon matters that are summarized in the formal meeting notice. The proxy statement contains important information for you to consider when deciding how to vote on the matters before the meeting. Please read it carefully.

Who can vote?

Our Board of Directors has fixed the close of business on January ~~8, 2016~~16, 2018 as the record date (the “Record Date”). Accordingly, only holders of record of our common stock, $0.01 par value per share, ~~(“Common Stock”),~~ as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) or postponement(s) thereof. As of the Record Date, an aggregate of ~~283,844,849~~276,427,534 shares of our ~~Common Stock~~common stock were issued and outstanding, held by ~~1,184~~1,056 holders of record. The holders of our ~~Common Stock~~common stock are entitled to one vote per share on any proposal presented at the Annual Meeting.

What items am I voting on?

Stockholders will vote on the following items at the Annual Meeting:

~~To consider and act upon the~~The proposed election of the ~~ten (10)~~seven (7) nominees identified in the accompanying proxy statement to serve as directors for the ensuing year (Proposal No. 1);


2.	A non-binding advisory resolution to approve our executive compensation (Proposal No. 2);


3.	Approval of ~~an amendment to~~ the Amended and Restated Hologic, Inc. ~~2012 Employee Stock Purchase~~2008 Equity Incentive Plan ~~to increase the number of shares authorized for issuance by 3,000,000 shares to an aggregate of 5,500,000 shares~~ (Proposal No. 3);


4.	~~Ratification~~Proposed ratification of the appointment of Ernst & Young LLP ~~(“Ernst & Young”)~~ as our independent registered public accounting firm for fiscal ~~2016~~2018 (Proposal No. 4); and


5.	The transaction of such other business as may properly come before the meeting or any adjournment thereof.

What are the voting recommendations of the Board of Directors?

Our Board of Directors recommends that you vote your shares:

•

●

“~~“FOR”~~FOR” each of the nominees for director (Proposal No. 1);


•●	“~~“FOR”~~FOR” the approval of the non-binding advisory resolution approving the Company’s executive compensation (Proposal No. 2);


•●	“~~“FOR”~~FOR” the approval of the ~~resolution approving an amendment to the Company’s ESPP~~Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan; (Proposal No. 3); and


•●	“~~“FOR”~~FOR” the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal ~~2016~~2018 (Proposal No. 4).

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 53

How do I vote my shares?

You may vote in person or by proxy. Your execution of a proxy will not in any way affect your right to attend the Annual Meeting and vote in person. If you are a stockholder of record (that is, if you hold shares that are directly registered in your own name), there are four ways to vote:

•

●

Via the internet. You may vote by proxy via the internet by following the instructions provided in the Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials (the “Notice”).

●

By Telephone. If you requested printed copies of proxy materials by mail, you may vote by proxy via telephone by calling the toll free number found on the proxy card.

●

By Mail. If you requested printed copies of proxy materials by mail, you may vote by proxy via mail by filling out the proxy card (you must be sure to complete, sign and date the proxy card) and returning it in the envelope provided.

	●	*In Person.* You may vote in person at the Annual Meeting. We will provide you with a ballot when you arrive. Stockholders who plan to attend the meeting must present valid photo identification. Stockholders of record will be verified against an official list available at the registration area. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.

•	*~~Via the Internet.~~*~~You may vote by proxy via the Internet by following the instructions provided in the Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials (the “Notice”).~~

•	*~~By Telephone.~~*~~If you requested printed copies of proxy materials by mail, you may vote by proxy via telephone by calling the toll free number found on the proxy card.~~

•	*~~By Mail.~~*If you requested printed copies of proxy materials by mail, you may vote by proxy via mail by filling out the proxy card (you must be sure to complete, sign and date the proxy card) and returning it in the envelope provided.

If your shares are held in the name of a bank, broker or other holder of record, which is known as being held in “street name,” you will receive separate voting instructions with your proxy materials. If you hold your shares in street name, your ability to vote by ~~Internet~~internet or by telephone depends on the voting process of the bank, broker or other holder of record that holds your shares.

Although most banks, brokers and other holders of record also offer ~~Internet~~internet and telephone voting, availability and specific procedures will depend on their voting arrangements. Please follow their

Hologic, Inc. 2018 Proxy Statement

directions carefully. If you want to vote shares that you hold in street name at the Annual Meeting, you must request a legal proxy from the bank, broker, or other holder of record that holds your shares and present that proxy, along with valid photo identification and sufficient proof of share ownership as of the record date, at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting by: (1) filing with our Corporate Secretary a written notice of revocation, (2) executing a later dated proxy relating to the same shares and delivering it to our Corporate Secretary or (3) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy).

If your shares are held in street name, you should contact your bank, broker or other nominee to revoke your proxy or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Annual Meeting, you may change your vote by attending the Annual Meeting and voting in person. Any written notice of revocation or subsequent proxy should be sent to the attention of our Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752, at or before the final vote at the Annual Meeting.

How many shares must be present to hold the Annual Meeting?

A majority of the outstanding shares of our ~~Common Stock~~common stock entitled to vote at the Annual Meeting must be present in person or by proxy to hold the Annual Meeting and conduct business. This is called a quorum. Votes withheld, abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum. A “non-vote” occurs when a broker holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial owner. Shares voted in the manner described above will be counted as present at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

If your shares are held in street name, you should contact your bank, broker or other nominee to revoke your proxy or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Annual Meeting, you may change your vote by attending the Annual Meeting and voting in person. Any written notice of revocation or subsequent proxy should be sent to the attention of our Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752, at or before the final vote at the Annual Meeting.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 54

What vote is required to approve each proposal and how are votes counted?

~~Election of directors (Proposal No. 1)~~New for the 2018 Annual Meeting, a nominee will be ~~determined by a plurality~~elected to the Board of Directors if the votes cast ~~by stockholders entitled to vote at~~“for” the ~~Annual Meeting.~~nominee’s election exceed the votes cast “against” the nominee’s election. Abstentions and broker non-votes will not have any effect on this proposal. ~~Accordingly, the nominees receiving the highest number of “for” votes at the Annual Meeting will be elected as directors. However, in~~

In accordance with our ~~bylaws,~~Bylaws, if any nominee for director in an uncontested election ~~any~~fails to receive a majority of the votes cast “for” the nominee’s election, the nominee ~~for director receives a greater number of votes “withheld” than votes “for”, such director~~ must promptly tender his or her resignation to our Board of ~~Directors, which will consider whether to accept the resignation.~~Directors. This is an uncontested election of directors because the number of nominees for director does not exceed the number of directors to be elected. ~~If any nominee for director in this election receives a greater number of votes “withheld” than votes “for”, then within~~Within 90 days after the certification of the election results, the remaining members of our Board of Directors shall, through a process managed by the Nominating and Corporate Governance Committee, and excluding the director nominee in question, determine whether to accept such ~~resignation. The determination~~resignation and publicly disclosure the results of ~~the Board of Directors will be publicly disclosed by press release and the filing of appropriate disclosure with the SEC.~~such determination.

Approval of Proposals No. 2, No. 3 and No. 4 requires the affirmative vote of a majority of shares present, in person or represented by proxy, and voting on each such matter at the Annual Meeting.

Abstentions and broker “non-votes” are included in the number of shares present or represented for purposes of quorum, but are disregarded for purposes of determining whether any of the proposals have been approved.

Banks, brokers, or other holders of record may vote shares held for a customer in street name on matters that are considered to be “routine” even if they have not received instructions from their customer. A broker “non-vote” occurs when a bank, broker, or other holder of record has not received voting instructions from a customer and cannot vote the customer’s shares because the matter is not considered routine.

One of the proposals before the Annual Meeting this year is deemed a “routine” matter, namely the ratification of the appointment of Ernst& Young as our independent registered public accounting firm for fiscal ~~2016~~2018 (Proposal No. 4), which means that if your shares are held in street name your bank, broker, or other nominee can vote your shares on that proposal if you do not provide timely instructions for voting your shares. The election of directors (Proposal No. 1), the non-binding advisory vote onto approve executive compensation (Proposal No. 2), and the approval of the ~~amendment to the Company’s ESPP~~Amended and Restated Hologic, Inc. 2008 Equity Incentive plan (Proposal No. 3) are not considered “routine” matters. As a result, if you do not instruct your bank, broker or nominee how to vote with respect to those matters, your bank, broker or nominee may not vote on those proposals and a broker “non-vote” will occur.

Are there other matters to be voted on at the Annual Meeting?

We do not know of any other matters to be presented at the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes us to vote, or otherwise act in accordance with the best judgment and discretion of the persons named as proxies ~~above.~~below.

How are proxies voted?

The persons named as the proxies, Stephen P. MacMillan, Robert W. McMahon and John M. Griffin, were selected by our Board of Directors. Mr. MacMillan is a director and officer of Hologic, and Messrs. McMahon and Griffin are officers of Hologic. All properly executed proxies returned in time to be counted at the Annual Meeting will be voted. When giving your proxy, you may withhold authority to vote for any individual nominee for director by writing that nominee’s name in the space provided on the proxy card.

Your proxy will be voted in accordance with your instructions. If you submit your proxy card without specifying your voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors listed above for all matters presented in this proxy statement.

Hologic, Inc. 2018 Proxy Statement

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in our Current Report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.

~~Hologic, Inc.~~ ~~2016~~Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Under rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies of those materials to each stockholder. On or about January 26, 2018, we will mail to our stockholders of record as of January 16, 2018 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Important Notice Regarding the Availability of Proxy ~~Statement~~ 55Materials (the “Notice”) containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report on Form 10-K. All stockholders will have the ability to access our proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access our proxy materials on the internet or to request printed versions are provided in the Notice. The Notice also instructs you on how to access your proxy card to vote through the internet or by telephone. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email until you elect otherwise.

How can I receive proxy materials electronically?

The Notice will provide you with instructions regarding the method of delivery for future proxy materials. Choosing to access our proxy materials via the Internet or to receive future proxy materials by email will reduce the impact of our Annual Meetings on the environment as well as decrease the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

If you hold your stock through a bank, broker or other holder of record and you would like to receive future proxy materials electronically, please refer to the information provided by that entity for instructions on how to elect this option.

How do I receive a paper copy of the ~~proxy~~ materials?

If you prefer to receive paper copies of the proxy materials, you can still do so. You may request a paper copy by following the instructions provided in the Notice. The Notice also provides you with instructions on how to request paper copies of the proxy materials on an ongoing basis. There is no charge to receive the materials by mail. You may request printed copies of the materials until one year after the date of the Annual Meeting.

~~Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?~~

Under rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about January 20, 2016, we will mail to our stockholders of record as of January 8, 2016 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report on Form 10-K. All stockholders will have the ability to access our proxy materials on the website referred to in the Notice or request a printed set of the proxy materials.

Instructions on how to access our proxy materials on the Internet or to request printed versions are provided in the Notice. The Notice also instructs you on how to access your proxy card to vote through the Internet or by telephone. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials in paper format until you elect otherwise.

Who is paying for the cost of this proxy solicitation?

All costs of solicitation of proxies will be borne by ~~the Company.~~us. In addition to solicitations by mail, certain of our directors, officers, employees and other agents, without additional remuneration, may solicit proxies in person or by telephone or email. ~~Hologic~~We may elect to engage outside professionals to assist itus in the distribution and solicitation of proxies at a fee to be borne by ~~Hologic.~~us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of shares held in their names, and we will reimburse them for their reasonable out-of-pocket costs. Solicitation may also be made of some stockholders in person or by mail, telephone or email following the original solicitation.

Additionally, we have retained ~~Innisfree M&A Incorporated~~Alliance Advisors LLC to assist us in the solicitation and distribution of proxies for the Annual Meeting. The estimated cost of such services is ~~$10,000,~~$10,500, plus out-of-pocket expenses. Stockholders with questions or that need assistance in voting their shares may contact ~~Innisfree~~Alliance toll-free at ~~(888) 750-5834.~~(855) 973-0093.

Trademark Notice

Hologic, ~~The Science of Sure,~~ Genius, 3D MAMMOGRAPHY, ThinPrep, NovaSure, MyoSure, Affirm, Brevera, Aptima, ~~TomCat,~~ Panther, and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries. All other trademarks are the property of their respective owners.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 56

Hologic, Inc. 2018 Proxy Statement

Back to solicitations by mail, certain of our directors, officers, employees and other agents, without additional remuneration, may solicit proxies in person or by telephone or email. We may elect to engage outside professionals to assist us in the distribution and solicitation of proxies at a fee to be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of shares held in their names, and we will reimburse them for their reasonable out-of-pocket costs. Solicitation may also be made of some stockholders in person or by mail, telephone or email following the original solicitation.Contents

STOCKHOLDER PROPOSALS FOR THE ~~2017~~2019 ANNUAL MEETING

Deadline for Submission of Stockholder Proposals
and Recommendations for Director

Stockholder proposals for inclusion in our proxy materials for the ~~2017~~2019 Annual Meeting of Stockholders must be received by us no later than September ~~22, 2016.~~28, 2018. These proposals must also meet the other requirements of the rules of the SEC and our ~~bylaws.~~Bylaws.

Our ~~bylaws~~Bylaws establish an advance notice procedure with regard to proposals that stockholders otherwise desire to introduce at our Annual Meeting without inclusion in our proxy statement for that meeting. Written notice of such stockholder proposals for our Annual Meeting of Stockholders in ~~2017~~2019 must be received by our Corporate Secretary and with respect to proposals for the nomination of directors should be received by our Nominating and Corporate Governance Committee at 250 Campus Drive, Marlborough, MA 01752 not later than December ~~2, 2016~~14, 2018 and must not have been received earlier than November ~~2, 2016~~14, 2018 in order to be considered timely, and must contain specified information concerning the matters proposed to be brought before such meeting and concerning the stockholder proposing such matters. The matters proposed to be brought before the meeting also must be proper matters for stockholder action. If a stockholder who wishes to present such a proposal fails to notify us within this timeframe, the proxies that management solicits for the meeting will have discretionary authority to vote on the stockholder’s proposal if it is properly brought before the meeting. If a stockholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the proxy rules of the SEC.

Pursuant to our ~~bylaws,~~Bylaws, the notice must set forth: (a) for each nominee (i) information as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, and (ii) written consent to be named in the proxy statement and serve as director if so elected; (b) a brief description of any proposed business including (i) the text of such proposal and any accompanying resolutions, (ii) the reasons for conducting such business at the meeting, and (iii) any material interest held by the proposing stockholder or any beneficial owner on whose behalf the proposal is made; (c) proposing stockholder and/or beneficial owner information including (i) name and address, (ii) the class and number of shares of capital stock held, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal with any of their affiliates or associates, and any others acting in concert with the foregoing, including in the case of a nomination, the nominee, (iv) a description of any agreement, arrangement or understanding with respect to shares of our stock entered into by the date of such notice for the purposes of loss mitigation, risk management or derivation of benefit from share price changes and/or redistribution of voting power, (v) a representation that they are the holder of record, are entitled to vote, and intend to appear in person or by proxy and propose such business or nomination, (vi) a representation of intention to either deliver proxy statements to holders of the necessary percentage of shares or to solicit proxies or votes in support of the proposal, and (vii) any other information relating to such stockholder and/or beneficial owner required to be disclosed in filings made in connection with solicitation of proxies pursuant to the Exchange Act. The stockholder can alternatively satisfy the notice requirement by submitting proposals in compliance with SEC requirements and inclusion of such proposal within a proxy statement prepared by us. Compliance with our ~~bylaws~~Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business to the Annual Meeting (other than matters properly brought in compliance with the rules of the Exchange Act).

Hologic, Inc. 2018 Proxy Statement

~~EXPENSES AND SOLICITATION~~

~~All costs of solicitation of proxies will be borne by us. In addition~~

Additionally, we have retained Innisfree M&A Incorporated to assist us in the solicitation and distribution of proxies for this Annual Meeting. The estimated cost of such services is $10,000, plus out-of-pocket expenses. Stockholders with questions or that need assistance in voting their shares may contact Innisfree toll-free at (888) 750-5834.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 57

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, the sections of the proxy statement entitled “Compensation Committee Report” and “Audit and Finance Committee Report” shall not be deemed to be so incorporated, unless specifically provided in any such filing.

FINANCIAL MATTERS AND FORM 10-K REPORT

WE WILL PROVIDE EACH BENEFICIAL OWNER OF OUR SECURITIES WITH A COPY OF OUR ANNUAL REPORT ON FORM ~~10-K,~~10- K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR OUR MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO INVESTOR RELATIONS, HOLOGIC, INC., 250 CAMPUS DRIVE, MARLBOROUGH, MA 01752. ALTERNATIVELY, A BENEFICIAL OWNER MAY ACCESS THE COMPANY’S ANNUAL REPORT ON FORM 10-K ON THE COMPANY’S WEBSITE AT~~investors.hologic.com~~investors.hologic.com..

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 14, 2018: The Proxy Statement, the Hologic Annual Report on Form 10-K for the fiscal year ended September 30, 2017 and the Proxy Card are available atwww.proxyvote.com.

Hologic, Inc. 2018 Proxy Statement

Annex A IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 2, 2016: The Proxy Statement, the Hologic Annual Report on Form 10-K for the fiscal year ended September 26, 2015 and the Proxy Card are available at~~www.proxyvote.com~~.Non-GAAP Reconciliation

~~Hologic,~~Use of Non-GAAP Financial Measures:

The Company has used non-GAAP financial measures in this proxy statement, including adjusted revenue, adjusted EPS and adjusted international revenue.

Adjusted revenue for fiscal 2017 means our consolidated revenue determined in accordance with GAAP, calculated on a constant currency basis using the foreign currency exchange rate applied in setting the Company’s fiscal 2017 budget set in the fourth quarter of fiscal 2016. For fiscal 2017, adjusted revenue excludes (a) revenue associated with the Company’s March 2017 acquisition of Cynosure, Inc. ~~2016 Proxy Statement~~ 58; (b) incremental revenue from the Company’s April 2017 acquisition of MMS Medicor Medical Supplies GmbH, which was one of the Company’s distributors in Europe; and (c) revenue related to transition services provided to Grifols Diagnostic Solutions Inc. subsequent to the January 2017 divestiture of our blood screening business to Grifols.

Adjusted revenue for fiscal 2017 includes four months of actual revenue from the blood screening business prior to divestiture and eight months of budgeted revenue for the divested blood screening business. Adjusted EPS means our consolidated net income per share (on a fully-diluted basis) determined in accordance with GAAP, adjusted to exclude: (i) non-cash amortization of intangible assets; (ii) additional depreciation expense from acquired fixed assets and accelerated depreciation expense related to business consolidation and closure of facilities; (iii) additional expense resulting from the purchase accounting adjustment to record inventory at fair value; (iv) non-cash interest expense related to amortization of the debt discount from the equity conversion option of convertible debt instruments with cash settlement features; (v) restructuring and divestiture charges, facility closure and consolidation charges and costs incurred to integrate acquisitions (including retention, transaction bonuses, legal and professional consulting services) and separate divested businesses from existing operations; (vi) transaction-related expenses for divestitures and acquisitions; (vii) the gain on disposal of a business; (viii) debt extinguishment losses and related transaction costs; (ix) unrealized gains and losses on the mark-to-market of forward foreign currency contracts for which the Company has not elected hedge accounting; (x) litigation settlement charges and benefits, and certain non-income tax related charges and benefits not related to current year operations; (xi) other-than-temporary impairment losses on investments and realized gains and losses resulting from the sale of investments; (xii) other one-time, non-recurring, unusual or infrequent charges, expenses or gains that may not be indicative of the Company’s core business results; and (xiii) income taxes related to any of the foregoing adjustments. This calculation further excludes the results of Cynosure post-acquisition and the impact of divesting the blood screening business by including actual results of blood screening for the first four months of fiscal 2017 (the period in our actual results) and budgeted results for the subsequent post-acquisition eight months in order to level set the results for purposes of the 2017 STIP calculation.

The non-GAAP financial measures used in this proxy statement adjust for specified items that can be highly variable or difficult to predict. The Company generally uses these non-GAAP financial measures to facilitate management’s financial and operational decision-making, including evaluation of Hologic’s historical operating results, comparison to competitors’ operating results and determination of management incentive compensation. These non-GAAP financial measures reflect an additional way of viewing aspects of the company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting Hologic’s business.

Because non-GAAP financial measures exclude the effect of items that increase or decrease the company’s reported results of operations, management strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The company’s definition of these non-GAAP measures may differ from similarly titled measures used by others. A reconciliation of the non-GAAP revenue and non-GAAP EPS to the most directly comparable GAAP financial measures is included in the following pages.

~~Annex A~~Hologic, Inc. 2018 Proxy Statement

A-1

RECONCILIATION OF GAAP EPS TO NON-GAAP ADJUSTED EPS
(as calculated pursuant to the terms of the Short-Term Incentive Plan)

(Unaudited) Twelve Months Ended
(In millions, except earnings per share) September 30, 2017 September 24, 2016
Net income:
GAAP net income $ 755.5 $ 330.8
Adjustments:
Amortization of intangible assets⁽¹⁾ 359.6 383.1
Fair value write-up of acquired inventory⁽¹¹⁾ 39.7 —
Non-cash interest expense relating to convertible notes⁽⁶⁾ 17.9 22.3
Restructuring, divestiture and integration/consolidation costs⁽³⁾ 33.1 11.4
Non-income tax net charges⁽¹²⁾ 23.1 —
Transaction expenses⁽⁴⁾ 23.2 —
Incremental depreciation expense⁽²⁾ 5.6 5.1
Debt extinguishment loss⁽⁷⁾ 3.2 5.3
Gain on sale of investments⁽⁸⁾ (5.6 ) (25.1 )
Equity investment impairment charge — 1.1
Unrealized losses on forward foreign currency contracts⁽⁹⁾ 2.6 1.1
Gain on sale of business⁽¹⁰⁾ (899.7 ) —
Other charges⁽⁵⁾ — 3.3
Income tax effect of reconciling items⁽¹³⁾ 220.7 (176.8 )
Non-GAAP net income per Press Release $ 578.9 $ 561.6
Less: Net incremental impact of Cynosure results⁽¹⁴⁾ (2.3 ) —
Further Adjustments for STIP:
Plus: Budgeted blood screening operating income⁽¹⁵⁾ 101.5 —
Less: Blood screening related operating income post-disposition⁽¹⁵⁾ (18.5 ) —
Tax effect of adjustments⁽¹³⁾ (30.7 ) —
Non-GAAP net income – STIP $ 628.9 $ 561.6
Non-GAAP EPS - STIP⁽¹⁶⁾ 2.20 1.96
Explanatory Notes to Reconciliations:
(1) To reflect non-cash expenses attributable to the amortization of intangible assets.
(2) To reflect non-cash fair value adjustments for additional depreciation expense related to the fair value write-up of fixed assets acquired in the Gen-Probe acquisition and accelerated depreciation expense related to facility closure and business consolidation.
(3) To reflect restructuring and divestiture charges, and certain costs associated with the Company’s integration and facility consolidation plans, which primarily include retention and transfer costs, as well as costs incurred to integrate acquisitions including consulting, legal and accounting fees, and expenses incurred to separate the divested blood screening business from the molecular diagnostics operations. These costs do not include those incurred to provide transition services to Grifols, nor amounts received from Grifols under transition services agreements.
(4) To reflect expenses incurred with third parties related to acquisitions and divestitures prior to when such transactions are completed. These expenses primarily comprise broker fees, legal fees, and consulting and due diligence fees.
(5) To reflect the net impact from miscellaneous transactions during the period, including legal settlements.
(6) To reflect certain non-cash interest expense related to the amortization of the debt discount from the equity conversion option of the Company’s convertible notes.
(7) To reflect losses for the repurchases of $285.9 million principal amount of the 2012 ~~Employee Stock Purchase Plan,~~and 2013 Convertible Notes in fiscal 2017 and $274.3 million principal amount of the 2010 and 2012 Convertible Notes in fiscal 2016.
(8) To reflect realized gains on the sale of available-for-sale marketable securities and a cost-method investment.
(9) To reflect non-cash unrealized losses (gains) on the mark-to market on outstanding forward foreign currency contracts, which do not qualify for hedge accounting.
(10) To reflect the gain realized on the sale of the blood screening business to Grifols.
(11) To reflect the fair value step up of inventory sold during the period related to acquisitions.
(12) To reflect a non-income tax benefit in the third quarter of fiscal 2017 of $12.4 million from refunds received from amending the Company’s Medical Device Excise tax filings, and charges recorded in fiscal 2017 of $35.6 million as ~~Amended~~the Company determined during the period that a loss became probable associated with a non-income tax issue currently under audit.
(13) To reflect an estimated annual effective tax rate of 30.50% and 31.75% for fiscal 2017 and 2016, respectively, applied to Non-GAAP pretax income. The calculation of this rate excludes certain items that impact the GAAP provision for income taxes consistent with the Company’s exclusion of items from pre-tax Non-GAAP income.
(14) To reflect the net impact of Cynosure’s results after adjusting for the items above with the objective of fully excluding Cynosure’s results from the calculation of Non-GAAP EPS for measuring achievement under the fiscal 2017 STIP.
(15) For fiscal 2017 to determine Non-GAAP net income under the fiscal 2017 STIP, adjusted Non-GAAP net income excludes pre-tax income generated by Cynosure and operating income related to transition services provided to Grifols Diagnostic Solutions Inc. subsequent to the January 2017 divestiture of our blood screening business to Grifols. This Non-GAAP net income measure includes operating income for four months of actual results from the blood screening business prior to divestiture and eight months of budgeted results for the divested blood screening business.
(16) Non-GAAP earnings per share was calculated based on 285,653 and 286,156 weighted average diluted shares outstanding for the twelve months ended September 30, 2017 and twelve months ended September 24, 2016.

1.Hologic, Inc. 2018 Proxy Statement ~~Purpose~~ A-2

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RECONCILIATION OF GAAP REVENUE TO ADJUSTED REVENUE
(excluding the impact of acquisitions and dispositions)
(Unaudited) Change
(In millions, except percentages) 2017 2016 $ %
Consolidated GAAP Revenue $ 3,058.8 $ 2,832.7
Less: Cynosure actual revenue (207.5 ) —
Less: Blood screening actual revenue (140.5 ) (235.4 )
FX Impact at budget rates 7.8 —
Adjusted Revenue $ 2,718.6 $ 2,597.3 121.3 4.7 %
RECONCILIATION OF GAAP INTERNATIONAL REVENUE TO NON-GAAP ADJUSTED
INTERNATIONAL REVENUE
(Unaudited) Change
(In millions, except percentages) 2017 2016 $ %
Consolidated GAAP International Revenue $ 684.0 $ 596.8
Less: Cynosure actual revenue (104.5 ) —
Less: Blood screening actual revenue (41.5 ) (105.3 )
FX Impact at budget rates 9.0 —
Adjusted International Revenue $ 547.0 $ 491.5 55.5 11.3 %
Hologic, Inc.2018 Proxy Statement A-3
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AnnexB Proposed Amended and Restated
Hologic, Inc. 2008 Equity Incentive Plan
Amended and Restated 2008 Equity Incentive Plan
(Amended as of [March 14], 2018)
1. Purpose and Eligibility
The ~~Hologic, Inc. 2012 Employee Stock Purchase~~purpose of this Amended and Restated 2008 Equity Incentive Plan (the ~~“Plan”~~“Plan”) of HOLOGIC, INC., a Delaware corporation (the “Company”), is ~~intended~~ to provide ~~a method whereby employees of Hologic, Inc. (the “Company”)~~stock options, stock issuances and ~~participating subsidiaries will have an opportunity to acquire a proprietary interest~~other equity interests in the Company ~~through the purchase of shares of the Company’s $.01 par value common stock (the “Common Stock”~~(each, an“Award”)~~. It is the intention~~ to (a) employees, officers, directors, consultants and advisors of the Company and its Parents and Subsidiaries, and (b) any other person who is determined by the Board to have made (or is expected to make) contributions to the Company. Any person to whom an Award has been granted under the Plan ~~qualify as an “employee stock purchase plan” under~~ is called a“Participant.” Additional definitions are contained inSection ~~423 of the Internal Revenue Code of 1986, as amended (the “Code”)~~11. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code and applicable guidance and regulations issued thereunder.

2. ~~Eligible Employees~~Administration
(a) Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. The Board shall have authority, subject to the express limitations of the Plan, (i) to construe and determine the Plan and any documentation (including electronic) relating to the Plan or Awards thereunder, (ii) to prescribe, amend and rescind rules and regulations relating to the Plan and any Awards, and to make exceptions to any such rules if the Board, in good faith, determines that it is necessary to do so in light of extraordinary circumstances and for the benefit of the Company and so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe), (iii) to determine the terms and provisions of Awards, which need not be identical, (iv) to create sub-plans hereunder necessary to comply with laws and regulations of any foreign country in which the Company may seek to grant an Award to a person eligible underSection 1, and (v) to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration and interpretation of the Plan. Notwithstanding anything in the Plan to the contrary, equity-based Awards granted under the Plan may not become exercisable, vest or be settled, in whole or in part, prior to the one-year anniversary of the date of grant, except that: (A) the Board may provide that Awards become exercisable, vest or settle prior to such date in the event of the Participant’s death or disability or in the event of a Change of Control (as defined below); and (B) annual equity grants to non-employee directors that occur in connection with the Company’s annual meeting of shareholders may vest on the date of the Company’s next annual meeting. Notwithstanding the foregoing, up to 5% of the aggregate number of shares authorized for issuance under this Plan (as described in Section 3(a)) may be issued pursuant to Awards subject to any, or no, vesting conditions, as the Board determines appropriate. The Board may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth in the Plan, waive or amend the operation of Plan provisions respecting exercise after termination of Service to the Company and, except as otherwise provided herein, adjust any of the terms of any Award. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem expedient to carry the Plan or any Award into effect, and it shall be the sole and final judge of such expediency. All decisions by the Board shall be final and binding on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

~~(a)~~(b) ~~All~~Appointment of Committee. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a“Committee”). If so delegated, all references in the Plan to the“Board” shall mean such Committee or the Board. The Compensation Committee of the Board of Directors is initially delegated all of the powers of the Board
Hologic, Inc. 2018 Proxy Statement
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of Directors under the Plan, and shall continue to have such powers unless and until otherwise determined by the Board of Directors.
(c) Delegation. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any one Participant pursuant to Awards granted by such executive officers. No such executive officer shall designate himself or herself as a recipient of any Awards granted under authority delegated to such executive officer. In addition, the Board may delegate any or all aspects of the day-to-day administration of the Plan to one or more officers or employees of the Company or any Subsidiary, and/or to one or more agents.
(d) Applicability of ~~its participating subsidiaries who~~Section Rule 16b-3. Notwithstanding anything to the contrary in the foregoing if, or at such time as, the Common Stock is or becomes registered under Section 12 of the Exchange Act of 1934, as amended (the“Exchange Act”), or any successor statute, the Plan shall be administered in a manner consistent with Rule 16b-3 promulgated thereunder, as it may be amended from time to time, or any successor rules (“Rule 16b-3”), such that all subsequent grants of Awards hereunder to Reporting Persons, as hereinafter defined, shall be exempt under such rule. Those provisions of the Plan which make express reference to Rule 16b-3 or which are ~~employed before~~required in order for certain option transactions to qualify for exemption under Rule 16b-3 shall apply only to such persons as are required to file reports under Section 16 (a) of the Exchange Act (a“Reporting Person”).
3. Stock Available for Awards
(a) Number of Shares. Subject to adjustment underSection 3(c), the aggregate number of shares of Common Stock of the Company (the “Common Stock”) that may be issued pursuant to the Plan is 36,000,000 (the “Available Shares”). If, (i) an Award granted under the Plan is canceled, expires, forfeited, settled in cash, settled by delivery of fewer shares of Common Stock than the number of shares of Common Stock underlying the award or option or otherwise terminated without delivery of the shares of Common Stock to the holder of such award or option, or (ii) other than in the case of an Option Award or a stock appreciation right award, shares are withheld from such an Award or separately surrendered by the Participant in payment of taxes relating to such an Award, then such shares or shares underlying such award shall be deemed to constitute shares not delivered and will be available under the Plan for subsequent awards. The aggregate number of shares issued under this Plan at any time shall equal only the number of shares actually issued upon exercise or settlement of an Award under this Plan. Notwithstanding the foregoing, shares of Common Stock subject to an Award under this Plan may not again be made available for issuance under this Plan if such shares are: (A) shares that were subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such stock appreciation right, (B) shares delivered to or withheld by the Company to pay the exercise price of an Option Award, (C) shares delivered to or withheld by the Company to pay the withholding taxes related an Option Award or a stock appreciation right, or (D) shares repurchased on the open market with the proceeds of an Option Award. The shares issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market.
(b) Award Limits. The aggregate number of shares that may be earned pursuant to Awards granted under this Plan during any calendar year to any one Participant shall not exceed 3,000,000, which number shall not count any tandem stock appreciation rights. The aggregate number of shares that may be issued pursuant to the exercise of Incentive Stock Options (as defined inSection 4(b)) granted under this Plan shall not exceed 36,000,000, which number shall be calculated and adjusted pursuant to Section 3(c) only to the extent that such calculation or adjustment will not affect the status of any option intended to qualify as an Incentive Stock Option under Section 422 of the Code. The maximum cash amount payable pursuant to all Incentive Awards granted in any calendar year to any Participant under this Plan that are intended to be performance based compensation shall not exceed ten million dollars ($10,000,000).
(c) Adjustment to Common Stock. Subject toSection 8, in the event of any stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or similar event, (i) the number and class of shares subject to the limits inSection 3(a) and3(b), (ii) the number and class of securities, vesting schedule and exercise price per share, as applicable, subject to each outstanding Award, (iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other outstanding Award, shall be equitably adjusted by the Company (or substituted Awards may be made if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. Adjustments need not be uniform as between different Awards or different types of Awards.
(d) Director Awards. The aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards) and cash compensation granted under this Plan or otherwise during any fiscal year to any one non-employee director shall
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not exceed $800,000; provided, however, that in the fiscal year in which a non-employee director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation granted to the Participant may be up to one hundred and fifty percent (150%) of the foregoing limit and the foregoing limit shall not count any tandem stock appreciation rights.
4. Stock Options
(a) General. Subject to the provisions of the Plan, the Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the shares of Common Stock issued upon the exercise of each Option, including, but not limited to, vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws. Each Option will be evidenced by a Stock Option Agreement, consisting of a Notice of Stock Option Award and a Stock Option Award Agreement or such other form of documentation (which may be electronic) as may be approved by the Board (collectively, a“Stock Option Agreement”).
(b) Incentive Stock Options. An Option that the Board intends to be an incentive stock option (an“Incentive Stock Option”) as defined in Section 422 of the Code, as amended, or any successor statute (“Section 422”), shall be granted only to an employee of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 and regulations thereunder. The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a“Nonstatutory Stock Option”or“Nonqualified Stock Option.”
(c) Dollar Limitation. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to qualify as Incentive Stock Options shall not qualify as Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the first ~~day~~time in any one calendar year for shares of ~~the applicable Offering Period~~Common Stock with an aggregate Fair Market Value (as defined below) (determined as of the respective date or dates of grant) of more than $100,000. The amount of Incentive Stock Options which exceed such $100,000 limitation shall be ~~eligible~~deemed to ~~receive options under~~be Nonqualified Stock Options. For the purpose of this ~~Plan to purchase~~limitation, unless otherwise required by the ~~Company’s Common Stock.~~
~~(b)~~ ~~The following employees~~Code or regulations of the Internal Revenue Service or determined by the Board, Options shall ~~not~~ be ~~eligible to participate~~taken into account in the ~~Plan~~order granted, and the Board may designate that portion of any Incentive Stock Option that shall be treated as a Nonqualified Stock Option in the event that the provisions of this paragraph apply to a portion of any Option. The designation described in the preceding sentence may be made at such time as the Committee considers appropriate, including after the issuance of the Option or at the time of its exercise.
(d) Exercise Price. The Board shall establish the exercise price (or determine the method by which the exercise price shall be determined) at the time each Option is granted and specify the exercise price in the applicable Stock Option Agreement, provided, however, in no event may the per share exercise price of an Option be less than 100% of the Fair Market Value of the Common Stock on the date such Option is granted. Notwithstanding the foregoing, the per share exercise price with respect to an Option that is a substitute award for options held by optionees of the acquired entity may be less than 100% of the Fair Market Value of the Common Stock on the date such Option is granted if such exercise price is based on a formula set forth in the terms of the options held by such optionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements of (i) ~~any employee whose customary employment is for~~Section 409A of the Code, if such options held by such optionees are not intended to qualify as Incentive Stock Options, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended to qualify as Incentive Stock Options. In the case of an Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ~~twenty (20) hours per week and (ii) any employee if immediately after the option is granted, would own Common Stock equal to five (5%)~~ten percent ~~(including shares subject to such option) or more~~(10%) of the ~~total combined~~ voting power ~~or value~~ of all classes of stock of the Company or ~~of its parent corporation~~any Parent or ~~subsidiary corporation as~~Subsidiary, then the ~~terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and (f)~~exercise price shall be no less than 110% of the Code. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee.
3. ~~Stock Subject to the Plan~~
The stock subject to the options granted hereunder shall be shares of the Company’s authorized but unissued Common Stock, treasury shares or shares of Common Stock reacquired by the Company, including shares purchased in the open market. The aggregate number of shares which may be issued pursuant to the Plan is 5,500,000, subject to increase or decrease by reason of stock split-ups, reclassifications, stock dividends, and the like. The 2008 Amended and Restated Employee Stock Purchase Plan (the “Prior Plan”) shall terminate upon the expiration of the Offering Period under the Prior Plan that is in process at the time of the stockholder approval of this Plan. If the number of shares of Common Stock reserved and available for any Offering Period (as defined hereto) is insufficient to satisfy all purchase requirements for that Offering Period, the reserved and available shares for that Offering Period shall be apportioned among participating employees in proportion to their options.
4. ~~Offering Periods and Stock Options~~
~~(a)~~ Six month periods during which payroll deductions will be accumulated under the Plan (“Offering Periods”) will include the periods (i) beginning January 1 and ending on the following June 30 and (ii) beginning July 1 and ending on the following December 31. The first Offering Period under this Plan shall commence on July 1, 2012. In addition, the Committee may in its sole and absolute discretion provide for additional Offering Periods provided that such Offering Period shall not exceed twenty-seven (27) months or any other limitation imposed by Section 423 of the Code. Deductions shall only be made from regularly scheduled payroll distributions occurring within the Offering Period. The Offering Commencement Date is the first day of each Offering Period. The Offering Termination Date is the applicable date on which an Offering Period ends under this Section.
~~(b)~~ On each Offering Commencement Date, the Company will grant to each eligible employee who is then a participant in the Plan an option to purchase on the Offering Termination Date at the Option Exercise Price, as provided in this paragraph (b), that number of full shares of Common Stock reserved for the purpose of the Plan calculated to be the whole number quotient of his or her accumulated payroll deductions on the Offering Termination Date (including any amount carried forward pursuant to Section 8 hereof) divided by the Option Exercise Price; provided that (i) such employee remains eligible to participate in the Plan throughout such Offering Period and (ii) that for such employee, the maximum number of shares of Common Stock subject to such option shall not exceed 500, subject to increase or decrease by reason of stock split-ups, reclassifications, stock dividends, and the
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~~like. The Option Exercise Price for each Offering Period shall be the lesser of (i) eighty-five percent (85%) of the fair market value~~Fair Market Value of the Common Stock on the ~~Offering Commencement Date, or (ii) eighty-five percent (85%)~~date of grant. Notwithstanding anything herein to the contrary, except as provided inSection 2(c), without the prior approval of the ~~fair market value~~Company’s stockholders, neither the Company nor the Board will take any action to amend or modify any Award to lower the exercise or conversion price applicable to such Award and, at any time when the exercise price of an Option is above the Fair Market Value of the Common Stock, onwithout the ~~Offering Termination Date.~~prior approval of the Company’s stockholders (except in the case of a Change of Control (as defined below), neither the Company nor the Board will take any action to otherwise cancel and re-grant or exchange an outstanding Option for cash or another Award.
(e) Duration of Options. Subject to the provisions of the Plan, including Section 2(a), each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable Stock Option Agreement; provided, that the term of any Incentive Stock Option may not be more than ten (10) years from the date of grant. In the ~~event~~case of an ~~increase~~Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or ~~decrease~~any Parent or Subsidiary, the term of the Option shall be no longer than five (5) years from the date of grant.
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(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the following forms of payment as permitted by the Board in its sole and absolute discretion:
i. by check payable to the order of the Company;
ii. only if the Common Stock is then publicly traded, by delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;
iii. to the extent permitted in the ~~number~~applicable Stock Option Agreement, by delivery of ~~outstanding~~ shares of Common Stock ~~through stock split-ups, reclassifications, stock dividends, changes in par value and~~owned by the ~~like,~~Participant (including shares otherwise deliverable upon exercise of the applicable Option); or
iv.
payment of such other lawful consideration as the Board may determine.
Except as otherwise expressly set forth in a Stock Option Agreement, the Board shall have no obligation to accept consideration other than cash. The fair market value of any shares of the Company’s Common Stock or other non-cash consideration which may be delivered upon exercise of an Option shall be determined in such manner as may be prescribed by the Board.
g. Determination of Fair Market Value. If, at the time an ~~appropriate adjustment shall be made in the number of shares and~~ Option ~~Exercise Price per share provided for~~is granted under the Plan, ~~either by a proportionate increase in~~ the number of shares and proportionate decrease in the Option Exercise Price per share, or by a proportionate decrease in the number of shares and a proportionate increase in the Option Exercise Price per share, as may be required to enable an eligible employee who is then a participant in the Plan to acquire on the Offering Termination Date that number of full shares ofCompany’s Common Stock ~~as his accumulated payroll deductions on such date will pay for at~~is publicly traded under the ~~Option Exercise Price, as so adjusted.~~
~~(c)~~ ~~For purposes of this Plan, the term “fair market value” on any date means,~~Exchange Act,“Fair Market Value”shall mean (i) if the Common Stock is listed on ~~a national securities~~any established stock exchange, its fair market value shall be the closing price offor such stock on that date or the ~~Common Stock on such date on such exchange or~~closing price as reported on ~~NASDAQ~~NASDAQ; or (ii) if the Common Stock is traded in the over-the-counter securities market, then the average of the high bid and low bid quotations for the Common Stock ~~on such date, each~~ as published in ~~the~~The Wall Street ~~Journal. If no~~Journal. In the absence of an established market for the Common Stock, the fair market value thereof shall be determined in good faith by the Board after taking into consideration all factors which it deems appropriate.
5. Restricted Stock
(a) Grants. Subject to the provisions of the Plan, the Board may (i) grant Awards to a Participant of restricted shares of Common Stock ~~are traded on~~and shall determine the ~~Offering Commencement Date or Offering Termination Date,~~price, if any, to be paid by the ~~fair market value will be determined by taking the closing price on the immediately preceding business day on which shares~~Participant for each restricted share of Common Stock and (ii) shall provide the right of the Company to repurchase all or part of such shares at the issue price or other stated or formula price from the Participant in the event that the conditions specified by the Board in the applicable Award are ~~traded.~~not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a“Restricted Stock Award”).
(b) Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the“Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate. Participants in whose name Restricted Stock Awards are granted shall be entitled to receive all dividends and other distributions paid with respect to those shares, unless determined otherwise by the Board. Notwithstanding the foregoing, dividends credited/payable in connection with Restricted Stock Awards that are not yet vested shall be subject to the same restrictions and risk of forfeiture as the underlying Restricted Stock Awards and shall not be paid until the underlying Restricted Stock Awards vest.
~~(d)~~6. ~~For purposes~~Other Stock-Based Awards
Subject to the terms of the Plan, the Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights (which shall be subject to the same terms as Options, as applicable), phantom stock awards, performance stock, deferred stock, restricted stock units, shares of Common Stock not subject to any restrictions or other stock units. Prior to settlement or forfeiture, a restricted stock unit or other stock unit agreement may, at the Board’s discretion, provide a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all dividends paid on one share of Common Stock while the restricted stock unit or other stock unit is outstanding. Dividend equivalents may be converted into additional stock units and may be made subject to the same conditions and restrictions as the stock units to which they attach. Notwithstanding the foregoing, dividends or dividend equivalents
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credited/payable in connection with restricted stock units or other stock units that are not yet vested shall be subject to the same restrictions and risk of ~~this Plan~~forfeiture as the ~~term “business day”~~underlying restricted stock units or other stock units and shall not be paid until the underlying restricted stock units or other stock units vest. Except as ~~used herein~~explicitly contemplated in thisSection 6 with respect to restricted stock units or other stock units, dividend equivalent rights shall not be granted alone or in connection with any Award under the Plan.
7. Performance and Incentive Awards
(a) Performance Conditions. The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions and may exercise its discretion to reduce the amounts payable under any Incentive Award subject to performance conditions.“Incentive Awards” shall mean a cash Award subject to the attainment of performance goals over a performance period.“Performance Award” means a ~~day on which there is trading on~~stock-based Award subject to the ~~national securities exchange on which the Common Stock is listed.~~attainment of performance goals over a performance period.
(b)
~~(e)~~ ~~No employee~~Performance Goals Generally. The Committee may determine that such Performance Awards or Incentive Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards or Incentive Awards. Performance goals may differ for Performance Awards or Incentive Awards granted to any one Participant or to different Participants.
(c) Business Criteria. The Committee may establish performance goals that are measured either individually, alternatively or in any combination, applied to either the Company as a whole or to a specified subsidiary or business unit, and measured over a performance period, on an ~~option which permits his rights~~absolute basis or relative to ~~purchase Common Stock under~~a pre-established target to a previous year’s result or to a designated comparison group, either based on United States Generally Accepted Accounting Principles(“GAAP”) or non-GAAP financial results, in each case as specified by the ~~Plan~~Committee in the Award. The business criteria that the Committee may use in establishing performance goals for such an Award include, among others: economic value added; earnings before interest, taxes, depreciation and ~~any similar plans~~amortization; earnings before interest and taxes; cash flow; earnings per share; operating income; operating income before income taxes; net income; net income before income taxes; operating margin; ratio of debt to stockholder’s equity; reduction of debt, return on equity; return on assets; return on invested capital; revenue; total shareholder return; market penetration; total market capitalization and enterprise value; business retention; new product generation; cost controls and targets (including costs of capital); customer satisfaction; employee satisfaction; agency ratings; management of employment practices and employee benefits; supervision of litigation and information technology; implementation of business process controls; recruiting and retaining personnel; geographical expansion; clinical and product developments; or regulatory milestones. For the avoidance of doubt, the performance goals associated with the business criteria can be measured on an absolute basis or relative to a group of companies, entities, or other forms of external benchmarks. A “performance period” shall be a calendar year, fiscal year of the Company or ~~any parent~~other longer or ~~participating subsidiary corporations to accrue at a rate which exceeds, during any calendar year, $25,000 of~~shorter period designated by the fair market value of such stock (to be calculated based on the fair market value of the stock at the Offering Period Commencement Date for each calendar year in which such option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with and shall be construed in accordance with Section 423(b)(8) of the Code.Compensation Committee.

5.(d) ~~Exercise~~Settlement of ~~Option~~
Each eligible employee who continues to be a participant in the Plan on the Offering Termination Date shall be deemed to have exercised his or her option on such date and shall be deemed to have purchased from the Company such number of full shares of Common Stock reserved for the purpose of the Plan as his or her accumulated payroll deductions on such date, plus any amount carried forward pursuant to Section 8 hereof, will pay for at the Option Exercise Price, but in no event may an employee purchase shares of Common Stock in excess of 500 shares of Common Stock on any Offering Termination Date, subject to limitations set forth in Section 4(e). If a participant is not an employee on the Offering Termination Date and throughout an Offering Period, he or she shall not be entitled to exercise his or her option. All options issued under the Plan shall, unless exercised as set forth herein, expire at the end of the Offering Termination Date with respect to the Offering Period during which such options were issued.
6. ~~Authorization for Entering Plan~~Performance Awards; Other Terms. Settlement of Performance Awards or Incentive Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with Incentive Awards. The Committee shall specify the circumstances in which such Performance Awards or Incentive Awards shall be paid or forfeited in the event of termination of Service by the Participant prior to the end of a performance period or settlement of Performance Awards or Incentive Awards.

8. General Provisions Applicable to Awards
(a) ~~An eligible employee may enter~~Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the ~~Plan~~person to whom they are granted, either voluntarily or by ~~filling out, signing~~operation of law, except by will or the laws of descent and ~~delivering, either in writing or electronically~~distribution, and, during the life of the Participant, shall be exercisable only by the Participant. Further, and notwithstanding the foregoing, to the extent permitted by the Board, the person to whom an Award is initially granted (the“Grantee”) may transfer an Award to any “family member” of ~~Directors,~~the Grantee (as such term is defined in Section A.1(a)(5) of the General Instructions to Form S-8 under the Securities Act of 1933, as amended (“Form S-8”)), to trusts solely for the benefit of such family members and to partnerships in which such family members and/or trusts are the only partners; provided that, (i) as a condition thereof, the transferor and the transferee must execute a written agreement containing such terms as specified by the Board, and (ii) the transfer is pursuant to a ~~brokerage firm (“Captive Broker”) designated~~gift or a domestic relations order to the extent permitted under the General Instructions to Form S-8. Except to the extent specified otherwise in the agreement the Board
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provides for the Grantee and transferee to execute, all vesting, exercisability and forfeiture provisions that are conditioned on the Grantee’s continued employment or service shall continue to be determined with reference to the Grantee’s employment or service (and not to the status of the transferee) after any transfer of an Award pursuant to thisSection 8(a), and the responsibility to pay any taxes in connection with an Award shall remain with the Grantee notwithstanding any transfer other than by will or intestate succession.
(b) Documentation. Each Award under the ~~Chief Financial Officer~~Plan shall be evidenced by a written instrument (which may be electronic) in such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan, provided that such terms and conditions do not contravene the provisions of the Plan or applicable law.
(c) Board Discretion. The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly.
(d) Additional Award Provisions. The Board may, in its sole discretion, include additional provisions in any Stock Option Agreement, Restricted Stock Award or other Award granted under the Plan, including without limitation restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to transfer other property to Participants upon exercise of Awards, or transfer other property to Participants upon exercise of Awards, or such other provisions as shall be determined by the Board; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan or applicable law; provided, however, that except as provided inSection 5 or6, a Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any shares of Common Stock covered by his or her Award prior to the issuance of such shares (as evidenced by an ~~authorization (“Authorization”~~appropriate entry on the books of the Company or a duly authorized transfer agent of the Company), and except as provided in Sections 3(c), 5 and 6, no adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such shares are issued.
(e) Termination of Status. The Board shall determine the effect on an Award of the disability (as defined in Code Section 22(e)(3)):, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award, subject to applicable law and the provisions of the Code related to Incentive Stock Options.
(f) Change of Control of the Company.

~~(i)~~i. ~~stating~~Unless otherwise expressly provided in the ~~amount to be deducted regularly from his~~applicable Stock Option Agreement or ~~her pay;~~
~~(ii)~~ ~~authorizing the purchase of stock for him~~Restricted Stock Award or ~~her~~other Award, in ~~each Offering Period in accordance~~connection with the ~~terms~~occurrence of a Change of Control (as defined below), the Board shall, in its sole discretion as to any outstanding Award (including any portion thereof; on the same basis or on different bases, as the Board shall specify), take one or any combination of the ~~Plan;~~
~~(iii)~~ ~~specifying the exact name in which Common Stock purchased for him or her is to be issued in accordance with Section 11 hereof; and~~
~~(iv)~~ ~~at the discretion of the employee in accordance with Section 14, designating a beneficiary who is to receive any Common Stock and/or cash in the event of his or her death.~~following actions:

Such Authorization must be received by the Captive Broker at least ten (10) business days or such shorter time period as determined by the Company it is sole discretion before an Offering Commencement Date.
~~(b)~~ ~~The Company will accumulate and hold~~A. make appropriate provision for the employee’s account the amounts deducted from his or her pay. No interest will be paid or otherwise credited thereon. Participating employees may not make any separate cash payments into their account.
~~(c)~~ Unless an employee files a new Authorization or withdraws from the Plan, his or her deductions and purchases under the Authorization he or she has on file under the Plan will continue as long as the Plan remains in effect. An employee may increase or decrease the amountcontinuation of ~~his or her payroll deductions as of the next Offering Commencement Date by following the process mandated~~such Award by the Company or the ~~Captive Broker. Such new Authorization must be executed at least (10) business days~~assumption of such Award by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such ~~shorter time period~~Award either (x) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Change of Control, (y) shares of stock of the surviving or acquiring corporation, or (z) such other securities as the Board deems appropriate, the Fair Market Value of which shall not materially differ from the Fair Market Value of the shares of Common Stock subject to such Award immediately preceding the Change of Control (as determined by the ~~Company it is~~Board in its sole ~~discretion before the date of such next Offering Commencement Date.~~
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7. ~~Maximum Amount of Payroll Deductions~~
An employee may authorize payroll deductions in any whole percentages up to but not more than ten percent (10%) of his or her base pay in effect at each offering commencement date; and provided further that the maximum percentage shall be reduced to meet the requirements of Section 4(e) hereof. Base pay means regular straight-time earnings and, if applicable, commissions, but excluding payments for overtime, bonuses, reimbursements and any other special payments.
8. ~~Unused Payroll Deductions~~
Only full shares of Common Stock may be purchased. Any balance remaining in an employee’s account after a purchase will be reported to the employee and will, in the sole discretion of the Company, either be (i) carried forward to the next Offering Period or (ii) refunded to the employee in the next applicable payroll period. However, in no event will the amount of the unused payroll deductions carried forward exceed the Option Exercise Price per share for the immediately preceding Offering Period unless 500 shares of Common Stock have been purchased during the Offering Period. If for any Offering Period the amount of unused payroll deductions should exceed the Option Exercise Price per share, the amount of the excess for any participant shall be refunded to such participant, without interest.
9. ~~Change in Payroll Deductions~~
~~Deductions may be decreased only once during an Offering Period and no increases will be permitted during an Offering Period.~~
~~10.~~ ~~Withdrawal from the Plan~~discretion);

~~(a)~~ AnB. accelerate the date of exercise or vesting of such Award;
C. permit the exchange of such Award for the right to participate in any stock option or other employee ~~may withdraw from~~benefit plan of any successor corporation;
D. provide for the ~~Plan and withdraw all but not less than all~~repurchase of the ~~payroll deductions credited~~Award for an amount equal to ~~his~~the difference of (i) the consideration received per share for the securities underlying the Award in the Change of Control minus (ii) the per share exercise price of such securities. Such amount shall be payable in cash or ~~her account under~~ the ~~Plan at~~property payable in respect of such securities in connection with the Change of Control. The value of any ~~time~~such property shall be determined by the Board in its discretion; or
E. Solely with respect to transactions described in Section 8(f)(i)(F)(c) below, provide for the termination of such Award immediately prior to the ~~Offering Termination Date by notifying~~consummation of the ~~Captive Broker at least five (5) business days, or~~Change of Control; provided that no such other time as the Company or the Captive Broker may require, prior to the Offering Termination Date, in which event the Company will promptly refund without interest the entire balance of such employee’s deductions not theretofore used to purchase Common Stock under the Plan.
~~(b)~~ ~~If employee withdraws from the Plan, the employee’s rights under the Plan~~termination will be ~~terminated and no further payroll deductions will be made. To reenter, such an employee must re-enroll through~~effective if the ~~Captive Broker at least ten (10) business days before~~Change of Control is not consummated.
F. For the ~~next Offering Commencement Date. Such Authorization will become effective for~~purpose of this Agreement, a“Change of Control” shall mean:
(a) The acquisition by any individual, entity or group (within the ~~Offering Period that commences on such Offering Commencement Date. Notwithstanding the foregoing, employees who are subject to~~meaning of Section 1613(d)(3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended ~~who withdraw from~~(the“Exchange Act”)), of beneficial ownership (within the ~~Plan may~~meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the then outstanding shares of voting stock of the Company (the“Voting Stock”); provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 20% or more of Voting Stock shall not ~~reenter~~constitute a Change of Control; and provided,
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further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the ~~Plan until the next Offering Commencement Date which is at least six months following the date~~then outstanding shares of common stock of such ~~withdrawal.~~corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Voting Stock, shall not constitute a Change of Control; or

~~11.~~ ~~Issuance~~(b) Any transaction which results in the Continuing Directors (as defined in the Certificate of ~~Stock~~
~~The Company shall in its sole discretion either (i) deliver a certificate~~Incorporation of the Company) constituting less than a majority of the Board of Directors of the Company; or certificates representing the Certificates for Common Stock issued to participants that will be delivered as soon as practicable after each Offering Period or (ii) issue the Common Stock in book entry form, registered in the name of the employee with the Captive Broker. Common Stock purchased under the Plan will be issued only in the name of the employee, or in the case of employees who are not subject to Section 16 of the Securities Exchange Act of 1934, as amended, if the employee’s Authorization so specifies, in the name of the employee and another person of legal age as joint tenants with rights of survivorship.
~~12.~~ ~~No Transfer or Assignment of Employee’s Rights~~
An employee’s rights under the Plan are his or hers alone and may not be transferred or assigned to, or availed of by, any other person. Any option granted to an employee may be exercised only by him or her, except as provided in Section 13 in the event of an employee’s death.
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~~13.~~ ~~Termination of Employee’s Rights~~

~~(a)~~ ~~Except~~(c) The consummation of (i) a reorganization, merger or consolidation (any of the foregoing, a“Merger”), in each case, with respect to which the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from the Merger (the“Resulting Corporation”) as ~~set forth~~a result of the individuals’ and entities’ shareholdings in the ~~last paragraph~~Company immediately prior to the consummation of ~~this Section 13, an employee’s rights under~~ the ~~Plan will terminate when he or she ceases~~Merger and without regard to ~~be an employee because~~any of ~~retirement, resignation, lay-off, discharge, death, change of status, failure to remain~~the individuals’ and entities’ shareholdings in the ~~customary employ~~Resulting Corporation immediately prior to the consummation of the Merger, (ii) a complete liquidation or dissolution of the Company, ~~for greater than twenty (20) hours per week,~~ or ~~for any~~(iii) the sale or other ~~reason. A Withdrawal Notice will be considered as having been received from~~disposition of all or substantially all of the ~~employee on~~assets of the ~~day his~~Company, excluding a sale or ~~her employment ceases, and all payroll deductions not used~~other disposition of assets to ~~purchase Common Stock will be refunded.~~a subsidiary of the Company.
(g)
~~(b)~~ ~~If an employee’s payroll deductions are interrupted by any legal process, a Withdrawal Notice will be considered as having been received from him~~Dissolution or ~~her on~~Liquidation. In the ~~day~~event of the ~~interruption occurs.~~
~~(c)~~ ~~Upon~~proposed dissolution or liquidation of the Company or termination of an Award underSection 8(f)(i)(E), the ~~participating employee’s employment because~~Board shall notify each Participant as soon as practicable prior to the effective date of ~~death, the employee’s beneficiary (as defined~~such proposed transaction. The Board in ~~Section 14) shall~~its sole discretion may provide for a Participant to have the right to ~~elect, by written notice given to the Chief Financial Officer of the Company~~exercise his or ~~his designee~~her Award until fifteen (15) days prior to ~~the expiration of the thirty (30) day period (or~~ such ~~shorter period if the next Offering Termination Date is less than 30 days after the employee’s death) commencing with the date of the death of the employee, either (i)~~transaction as to withdraw, without interest, all of the payroll deductions credited to the employee’s account under the Plan, or (ii) to exercise the employee’s option for the purchase of shares of Common Stock on the next Offering Termination Date following the date of the employee’s death for the purchase of that number of full shares of Common Stock reserved for the purpose of the Plan which the accumulated payroll deductions in the employee’s account at the date of the employee’s death will purchase at the applicable Option Exercise Price (subject to the maximum number set forth in Section 5), and any excess in such account will be returned to said beneficiary. In the event that no such written notice of election shall be duly received by the Chief Financial Officer of the Company or his designee (including without limitation, the Captive Broker), the beneficiary shall automatically be deemed to have elected to withdraw the payroll deductions credited to the employee’s account at the date of the employee’s death and the same will be paid promptly to said beneficiary, without interest.
~~14.~~ ~~Designation of Beneficiary~~
A participating employee may file with the Captive Broker a designation of a beneficiary who is to receive any Common Stock and/or cash in case of his or her death. Such designation of beneficiary may be changed by the employee at any time with the Captive Broker or by written notice to the Company. Upon the death of a participating employee and upon receipt by the Company of proof of the identity and existence at the employee’s death of a beneficiary validly designated by him under the Plan, the Company shall deliver such Common Stock and/or cash to such beneficiary. In the event of the death of a participating employee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such employee’s death, the Company shall deliver such Common Stock and/or cash to the executor or administrator of the estate of the employee, or if, to the knowledge of the Company, no such executor or administrator has been appointed, the Company, in the discretion of the Committee, may deliver such Common Stock and/or cash to the spouse or to any one or more dependents of the employee as the Committee may designate. No beneficiary shall, prior to the death of the employee by whom he or she has been designated, acquire any interest in the Common Stock or cash credited to the employee under the Plan.
~~15.~~ ~~Termination and Amendments to Plan~~
~~(a)~~ ~~The Plan may be terminated at any time by the Company’s Board of Directors, effective on the next following Offering Termination Date. Notwithstanding the foregoing, it will terminate when~~ all of the shares of Common Stock ~~reserved for~~covered by the ~~purposes~~Option or Award, including shares as to which the Option or Award would not otherwise be exercisable, which exercise may in the sole discretion of the ~~Plan have been purchased. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase Common Stock will~~Board, be ~~refunded without interest.~~
~~(b)~~ The Board of Directors reserves the right to amend the Plan from time to time in any respect; provided, however, that no amendment shall be effective without stockholder approval if the amendment would (a) except as provided in Sections 3, 4, 24 and 25, increase the aggregate number of shares of Common Stock to be offered under the Plan, or (b) change the class of employees eligible to receive options under the Plan; provided, further, that so long as there is a requirement under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, for stockholder approval of the Plan and certain amendments thereto, any such amendment which (a) materially increases the number of shares of Common Stock which may be issued under the Plan, (b) materially increases the benefits accruing to participants in the Plan or (c) materially modifies the requirements as to eligibility for participation in the Plan, shall bemade subject to ~~stockholder approval.~~
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~~16.~~ ~~Sale of Stock Purchased Under~~and conditioned upon the ~~Plan and Tax Withholding~~
~~(a)~~ In order to comply with certain tax requirements, all US employees will agree by entering the Plan, promptly to give the Company notice of any such Common Stock disposed of within two years after the Offering Commencement Date on which the related option was granted showing the numberconsummation of such ~~shares disposed of. The employee assumes~~proposed transaction. In addition, the ~~risk of~~Board may provide that any ~~market fluctuations in the price of such Common Stock.~~
~~(b)~~ ~~To the extent that a participating employee realizes ordinary income in connection with a sale or other transfer of~~Company repurchase option applicable to any shares of Common Stock purchased upon exercise of an Option or Award shall lapse as to all such shares of Common Stock, provided the proposed dissolution and liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate upon the consummation of such proposed action.
(h) Assumption of Options Upon Certain Events. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate thereof. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances.
(i) Parachute Payments and Parachute Awards. Notwithstanding the provisions ofSection 8(f), if, in connection with a Change of Control described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code), then the number of Awards which shall become exercisable, realizable or vested as provided in such Section shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the Participant (the Awards not becoming so accelerated, realizable or vested, the“Parachute Awards”); provided, however, that if the “aggregate present value” of the Parachute Awards would exceed the tax that, but for this sentence, would be imposed on the Participant under Section 4999 of the Code in connection with the Change of Control, then the Awards shall become immediately exercisable, realizable and vested without regard to the provisions of this sentence. For purposes of the preceding sentence, the “aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall be based on economic principles rather than the principles set forth under Section 280G of the Code and the regulations promulgated thereunder. All determinations required to be made under thisSection 8(i) shall be made by the Company.
(j) Amendment of Awards. The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, (i) would not materially and adversely affect the Participant or that any such adverse effect has been adequately compensated or (ii) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard; and provided further that without the prior approval of the Company’s stockholders, neither the Company nor the Board will take any action to amend or modify any Option or stock appreciation right to lower the exercise or conversion price applicable to such Award and, at any time when the exercise price of an Option or
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stock appreciation right is above the Fair Market Value of the Common Stock, without the prior approval of the Company’s stockholders (except in the case of a Change of Control), neither the Company nor the Board will take any action to otherwise cancel and re-grant or exchange an outstanding Option or stock appreciation right for cash or another Award.
(k) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules, or regulations.
(l) Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in full or in part, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a Change of Control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock Option. In addition, the Board may, in its sole discretion, and in all instances subject to any relevant tax and accounting considerations which may adversely impact or impair the Company, extend the dates during which all or any particular Options or Awards granted under the Plan may be exercised.
(m) Participation in Foreign Countries. The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its ~~participating subsidiary~~Subsidiaries may ~~withhold amounts needed~~operate to ~~cover such taxes from any payments otherwise due and owing to~~assure the participating employee, or from shares that would otherwise be issued to the participating employee hereunder or employee may provide the Company with funds sufficient to cover such taxes. Any participating US employee who sells or otherwise transfers shares purchased under the Plan, through means other than the Captive Broker, within two (2) years after the beginningviability of the ~~Offering Commencement Period~~benefits from Awards granted to Participants performing services in ~~which~~such countries and to meet the ~~shares were purchased must within thirty (30) days of such transfer notify the Chief Financial Officer~~objectives of the ~~Company or his designee in writing of such transfer.~~Plan.

~~17.~~(n) ~~Company’s Payment~~Agreement to Repayments of ~~Expenses Related~~Incentive Compensation When Repayments Are Required Under Federal Law. This provision applies to ~~Plan~~
The Company will bear all costs of administering and carrying out the Plan; provided, however, that a participating employee shall be solely responsible for brokerage commissions related to his or her purchases and sales hereunder.
~~18.~~ ~~Participating Subsidiaries~~
The term “participating subsidiaries” shall mean any United States or foreign subsidiary of the Company, unless otherwise excluded from participating in the Plan by the Committee (as defined in Section 19). The Committee shall have the power to make such determination before or after the Plan is approved by the stockholders.
~~19.~~ ~~Administration~~any policy adopted by NASDAQ (or any other exchange on which the securities of the ~~Plan~~
~~(a)~~ ~~The Plan shall be administered by a committee~~Company are listed) pursuant to Section 10D of ~~“disinterested” directors as that term is defined in Rule 16b-3 under~~ the Securities Exchange Act of 1934, as amended, appointed by the Board of Directors of the Company, which shall be the Company’s Compensation Committee (the “Committee”). The Committee shall consist of not less than three members of the Company’s Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate in the Plan while serving as a member of the Committee.
~~(b)~~ The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. With respect to persons subject to Section 16 of the Securities and Exchange Act of 1934, as amended, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under said Act.1934. To the extent any ~~provision~~such policy requires the repayment of incentive-based compensation received by a Participant, whether paid pursuant to an Award granted under this Plan or any other plan of incentive-based compensation maintained in the past or adopted in the future by the Company, in consideration of the receipt of an Award under this Plan, ~~or action by~~ the ~~Committee fails~~Participant agrees to ~~so comply, it shall be deemed null and void,~~the repayment of such amounts to the extent ~~permitted~~required by ~~law~~such policy and ~~deemed advisable by that Committee.~~applicable law.
(o)
~~(c)~~ ~~No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. The~~ Company shall indemnify each member of the Board of Directors and the Committee to the fullest extent permitted by law with respect to any claim, loss, damage or expense (including counsel fees) arising in connection with their responsibilities under this Plan.
~~(d)~~ With respect to employees of the Company and its participating subsidiaries who are employed outside of the United States and subject to the laws of a foreign jurisdiction, the Committee may make such adjustmentsRecoupment Policy. Subject to the terms and conditions of the ~~options~~ Plan, to the extent applicable, Awards under the Plan shall be subject to any recovery, recoupment, clawback and/or ~~offerings hereunder (including adjustments that are less favorable than the requirements that would apply to employees of~~other forfeiture policy maintained by the Company ~~and or its subsidiaries located in the United States) as necessary~~from time to comply with the laws of a foreign jurisdiction. In the event that (i) the Committee determines that the laws of a foreign jurisdiction would prohibit the issuance of an option or offering hereunder; or (ii) compliance with the laws of a foreign jurisdiction would result in the Plan violating the requirements of Section 423 of the Code, then the Committee may in its discretion exclude employees of the Company’s foreign subsidiary from participating in the Plan.
~~Hologic, Inc.~~ ~~2016 Proxy Statement~~    63time.
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~~20.~~ ~~Shareholder Status/Employment~~

9. Withholding
The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of an Award any federal, state, or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of Options under the Plan or the purchase of shares subject to the Award. Subject to the prior approval of the Board, which may be withheld in its sole discretion, the optionee or recipient of an Award may elect to satisfy such obligation, in whole or in part, (a) by causing the Company to withhold shares of Common Stock otherwise issuable pursuant to the exercise of an Option or the purchase of shares subject to an Award or (b) by delivering to the Company shares of Common Stock already owned by the optionee or Award recipient of an Award. The shares so delivered or withheld shall have a fair market value of the shares used to satisfy such withholding obligation as shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined (up to the minimum required withholding rate for the Participant, or such other rate that will not cause an adverse accounting consequence or cost). An optionee or recipient of an Award who has made an election pursuant to thisSection 9 may only satisfy his or her withholding obligation with shares of Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
10. No Exercise of Option if Engagement or Employment Terminated for Cause
If the employment or engagement of any Participant is terminated “for Cause”, the Award may terminate, upon a determination of the Board, on the date of such termination and the Option shall thereupon not be exercisable to any extent whatsoever and the Company shall have the right to repurchase any shares of Common Stock subject to a Restricted Stock Award whether or not such shares have vested. For purposes of thisSection 10, “for Cause” shall be defined as follows: (i) if the Participant has executed
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an employment agreement, the definition of “cause” contained therein, if any, shall govern, or (ii) if the Participant has not executed an employment agreement in which the definition of “cause” is provided, conduct, as determined by the Board of Directors, involving one or more of the following: (a) gross misconduct or inadequate performance by the Participant which is injurious to the Company; or (b) the commission of an act of embezzlement, fraud or theft, which results in economic loss, damage or injury to the Company; or (c) the unauthorized disclosure of any trade secret or confidential information of the Company (or any client, customer, supplier, or other third party who has a business relationship with the Company) or the violation of any noncompetition or nonsolicitation covenant or assignment of inventions obligation with the Company; or (d) the commission of an act which constitutes unfair competition with the Company or which induces any customer or prospective customer of the Company to breach a contract with the Company or to decline to do business with the Company (to the extent such restriction is enforceable under applicable state law); or (e) the indictment or conviction of the Participant for a felony or serious misdemeanor offense, either in connection with the performance of his or her obligations to the Company or which shall adversely affect the Participant’s ability to perform such obligations; or (f) the commission of an act of fraud or breach of fiduciary duty which results in loss, damage or injury to the Company; or (g) the failure of the Participant to perform in a material respect his or her employment, consulting or advisory obligations without proper cause. The Board may in its discretion waive or modify the provisions of this Section 10 at a meeting of the Board with respect to any individual Participant with regard to the facts and circumstances of any particular situation involving a determination under thisSection 10.
11. Miscellaneous
(a) Definitions.
i. “Company”, for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of Hologic, Inc., as defined in Section 424(f) of the Code (a“Subsidiary”), and any present or future parent corporation of Hologic, Inc., as defined in Section 424(e) of the Code. For purposes of Awards other than Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion.
ii. “Code”means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.
iii. “Employee”for purposes of eligibility under the Plan shall include a person to whom an offer of employment has been extended by the Company.
(b) No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan. Except as specifically provided by the Board in any particular case, the loss of existing or potential profit and Awards granted under this Plan will not constitute an element of damages in the event of termination of an employment relationship even if the termination is in violation of an obligation of the Company to the Participant.
(c) Compliance with Law. The Company shall not be required to sell or issue any shares of Common Stock under any Award if the sale or issuance of such shares would constitute a violation by the Participant, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulation. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any share subject to an Award on any security exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Common Stock may be issued or sold to the Participant or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way effect the date of termination of the Award. Any determination in this connection by the Board shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Common Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes that an Option shall not be exercised until the shares of Common Stock covered by such Option are registered or exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned up on the effectiveness of such registration or availability of such an exemption.
(d) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder thereof.
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(e) Effective Date and Term of Plan. This Plan was originally adopted on March 11, 2008. This amendment and restatement of the Plan is effective as of March 14, 2018, subject to ratification by the stockholders of the Company at the Annual Meeting of Stockholders to be held on such date. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan is last approved by the stockholders, but Awards previously granted may extend beyond that date; provided, however, that Incentive Stock Options may not be granted under the Plan after November 7, 2027. For the avoidance of doubt, this amendment and restatement is not intended, and shall not be interpreted to, modify any Awards granted prior to March 14, 2018 to the extent such modification would result in a loss of deductibility under Code Section 162(m).
(f) Amendment of Plan. The Board of Directors may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever. An Amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements.
(g) Non-Exclusivity of Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
(h) Unfunded Plan. The Plan is intended to be an ~~option to an employee nor the deductions from his or her pay~~unfunded plan. Participants are and shall ~~constitute such employee a stockholder~~at all times be general creditors of the Company with respect to their Awards. If the ~~shares covered~~Board or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or insolvency.
(i) Specified Employee Delay. To the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A of the Code, and to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, such payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by ~~such option until such shares have been purchased~~the Company with respect to all arrangements subject to Section 409A of the Code) upon separation from service (within the meaning of Section 409A of the Code) before the date that is six months after the specified employee’s separation from service (or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus one day following the specified employee’s separation from service (or, if earlier, as soon as administratively practicable after the specified employee’s death).
(j) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and ~~issued~~interpreted in accordance with the laws of the State of Delaware, without regard to ~~him or her.~~any applicable conflicts of law principles.
  Approvals
Amended and Restated 2008 Equity Incentive Plan adopted by the Board of Directors on: January 9, 2013
Amended and Restated 2008 Equity Incentive Plan approved by the Stockholders on: March 11, 2013
Amended and Restated 2008 Equity Incentive Plan adopted by the Board of Directors on: December 15, 2017
Amended and Restated 2008 Equity Incentive Plan approved by the Stockholders on: [March 14, 2018]
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Designed and Published by Labrador-company.com
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~~(b)~~

HOLOGIC, INC.
250 CAMPUS DRIVE
MARLBOROUGH, MA 01752 ~~Neither~~
VOTE BY INTERNET - www.proxyvote.com
Use the ~~Plan~~Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on March 13, 2018, the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
To help lower the cost of producing and mailing documents – and reduce the environmental impact of our Annual Meeting – we encourage stockholders to elect to receive all future proxy statements, proxy cards and annual reports electronically. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any ~~option granted hereunder confers upon any employee~~touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the ~~right to continued employment with~~day before the ~~Company or any of its participating subsidiaries, nor will an employee’s participation~~meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the ~~Plan restrict~~postage-paid envelope we have provided or ~~interfere in any way with the right of the Company or any of its participating subsidiaries~~return it to ~~terminate the employee’s employment at any time, unless otherwise restricted by a separate written agreement between the Company and employee.~~
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
~~21.~~ ~~Application of Funds~~

The proceeds received by the Company from the sale of Common Stock pursuant to options granted under the Plan may be used for any corporate purposes, and the Company shall not be obligated to segregate participating employees’ payroll deductions.

~~22.~~ ~~Governmental Regulation~~

~~(a)~~ The Company’s obligation to sell and deliver shares of the Company’s Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such stock.

~~(b)~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E35658-P00402-Z71534 In this regard, the Board of Directors may, in its discretion, require as a condition to the exercise of any option that a Registration Statement under the Securities Act of 1933, as amended, with respect to the shares of Common Stock reserved for issuance upon exercise of the option shall be effective.KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
~~23.~~ ~~Transferability~~

  HOLOGIC, INC. For Withhold For All
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

All All Except
The Board of Directors recommends you vote
FOR all of the listed nominees:

1. Election of Directors ☐ ☐ ☐
Nominees:
01) Stephen P. MacMillan 05) Namal Nawana
02) Sally W. Crawford 06) Christiana Stamoulis
03) Charles J. Dockendorff 07) Amy M. Wendell
04) Scott T. Garrett

The Board of Directors recommends you voteFOR proposals 2-4: For Against Abstain

2. To approve, on a non-binding advisory basis, executive compensation. ☐ ☐ ☐

3. To approve the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan. ☐ ☐ ☐

4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2018. ☐ ☐ ☐

NOTE:Such other business as may properly come before the meeting or any adjournments thereof.

For address changes and/or comments, please check this box                  ☐
and write them on the back where indicated.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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~~Neither payroll deductions credited to an employee’s account nor any rights with regard to~~
Important Notice Regarding the ~~exercise~~Availability of ~~an option or to receive stock under~~Proxy Materials for the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the employee. Any such attempted assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 10.Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.

~~24.~~E35659-P00402-Z71534
~~Effect~~
HOLOGIC, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
March 14, 2018
The undersigned stockholder of ~~Changes~~HOLOGIC, INC., a Delaware corporation (the "Company"), hereby appoints Stephen P. MacMillan, Robert W. McMahon and John M. Griffin, each of ~~Common Stock~~them acting singly, with full power of substitution, attorneys and proxies to represent the undersigned at the Annual Meeting of Stockholders of the Company to be held at 250 Campus Drive, Marlborough, Massachusetts 01752 on March 14, 2018 at 8:00 a.m., Eastern Time, and at any adjournment or postponement thereof, with all power which the undersigned would possess if personally present, and to vote all shares of stock which the undersigned may be entitled to vote at said meeting upon the matters set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement. All previous proxies are hereby revoked.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED "FOR" ALL DIRECTOR NOMINEES, "FOR" PROPOSALS 2, 3 AND 4, AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF STOCKHOLDERS.
Please mark, sign, date and return this proxy card promptly using the enclosed reply envelope.
Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
CONTINUEd AND to be SIGNed ON REVERSE SIDE

If the Company should subdivide or reclassify the Common Stock which has been or may be optioned under the Plan, or should declare thereon any dividend payable in shares of such Common Stock, or should take any other action of a similar nature affecting such Common Stock, then the number and class of shares of Common Stock which may thereafter be optioned (in the aggregate and to any individual participating employee) shall be adjusted accordingly.
~~25.~~ ~~Merger or Consolidation~~

If the Company should at any time merge into or consolidate with another corporation, the Board of Directors may, at its sole and absolute discretion, either (i) terminate the Plan and refund without interest the entire balance of each participating employee’s payroll deductions, or (ii) entitle each participating employee to receive on the Offering Termination Date upon the exercise of such option for each share of Common Stock as to which such option shall be exercised the securities or property to which a holder of one share of the Common Stock was entitled upon and at the time of such merger or consolidation, and the Board of Directors shall take such steps in connection with such merger or consolidation as the Board of Directors shall deem necessary to assure that the provisions of this Section 25 shall thereafter be applicable, as nearly as reasonably possible. A sale of all or substantially all of the assets of the Company shall be deemed a merger or consolidation for the foregoing purposes.
~~26.~~ ~~Approval of Stockholders~~
This plan was originally adopted by the Board of Directors on November 1, 2011 and approved by stockholders on March 6, 2012. The plan was amended by the Board of Directors on December 16, 2015, subject to approval by stockholders.
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Hologic, Inc. 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS ~~(“CD&A”)~~

In this Compensation Discussion and Analysis section (“CD&A”), we describe the executive compensation program for our named executive officers (“NEOs”). We also explain how the Compensation Committee of the Board of Directors (the “Committee”) determined the pay of our NEOs and its rationale for specific decisions related to fiscal ~~2015~~2017 (September ~~27, 2014~~25, 2016 – September ~~26, 2015).~~30, 2017) compensation.

Our Named Executive Officers (NEOs) for Fiscal ~~2015~~2017

~~Our NEOs for fiscal 2015 are as follows:~~

Name	Title
Stephen P. MacMillan	Chairman, President and Chief Executive Officer (“CEO”)
Robert W. McMahon	Chief Financial Officer (“CFO”)
Eric B. Compton⁽¹⁾	Former Chief Operating Officer (“COO”)
Claus Egstrand*John M. Griffin	~~Group President, International~~General Counsel
~~Thomas A. West~~Peter J. Valenti, III	Division President, ~~Diagnostics~~Breast and Skeletal Health

(1) Mr. ~~Egstrand left~~Compton served as COO until December 31, 2017 (the end of the ~~Company on January 8, 2016 to pursue other opportunities.~~first quarter of fiscal 2018).

Executive Summary

~~2015~~

2017 Business Strategy & Highlights

Fiscal ~~2015~~2017 was ~~an outstanding~~a very productive year for Hologic, a year in which we made excellent progress toward building a sustainable growth company. In the short term, we strengthened our product leadership positions, enabling us to deliver solid revenue and earnings growth in line with our ~~financial~~external guidance. At the same time, we took three important steps to solidify our growth profile for the long term. First, we laid the foundations for sustainable international growth through new leadership, new products and better commercial execution. Second, we shifted our business portfolio toward higher-growth segments by divesting our blood screening business and acquiring Cynosure. And third, we accelerated our launch of new products that reflect increasing innovation from our revitalized research and development pipeline.

Product leadership. Hologic is focused primarily on improving women’s health and well-being through early detection and treatment. Throughout fiscal 2017, we strengthened our leadership positions in important women’s health markets with products such as Selenia Dimensions and 3Dimensions Mammography Systems, the Panther system and APTIMA assays in molecular diagnostics, the ThinPrep Pap test to detect cervical cancer, and the MyoSure system to remove uterine fibroids.

Revenue and earnings growth. In fiscal 2017, we generated GAAP revenue of $3,059 million, up 8% versus 2016, and GAAP earnings per share (“EPS”) of $2.64, up 128% versus the prior year. These results ~~people and products exceeding expectations across~~include the ~~board. The Company’s Genius 3D MAMMOGRAPHY™ technology continued to lead the way in breast cancer~~effects of divesting blood screening and ~~diagnosis, while our Diagnostics and Surgical businesses also grew~~acquiring Cynosure. Excluding these effects, adjusted revenue increased 5% on a ~~consistent~~constant currency basis, and adjusted EPS, as calculated pursuant to the provisions of our 2017 Short-Term Incentive Plan, increased 12%.

International.After struggling in fiscal 2016, our international franchises rebounded in 2017 behind new leadership, new products, and better commercial execution. On a GAAP basis, international revenue of $684 million increased 16% in fiscal 2017. Excluding the effects of divesting blood screening and acquiring Cynosure, international revenue increased 11% on a constant currency basis. ~~The rapid cohesion~~

Portfolio enhancement. In January 2017, we divested our share of our blood screening business to long-time partner Grifols for $1.865 billion. Later in the year we acquired Cynosure, a leader in the medical aesthetics industry, for an enterprise value of $1.47 billion. Together, we believe these transactions will accelerate our revenue and ~~effectiveness~~EPS growth rates over time.

Innovation.We launched multiple new products in each of our divisions, reflecting increasing productivity from our research and development (“R&D”) teams. Most notably, we introduced improvements to our MyoSure and NovaSure gynecological surgical devices, innovative biopsy and mammography systems in our Breast Health division, and new assays to quantify viral load in our molecular diagnostics business.

Our strong financial performance in fiscal 2017 enabled us to continue to improve our capital structure. Early in the year, we redeemed the remaining balance of our most dilutive convertible notes, eliminating them from our balance sheet. In addition, we repurchased $286 million in principal of our other convertible notes, further decreasing total debt outstanding. Finally, we bought 5.3 million shares of our common stock for $200 million. As a result, we ended the year with less debt and fewer diluted shares outstanding than a year ago.

Hologic, Inc. 2018 Proxy Statement

Two of the ~~newly-formed~~three financial performance metrics we utilize in our compensation plans, adjusted revenue(1) and adjusted EPS(2), improved from fiscal 2016 to fiscal 2017. Return on invested capital (“ROIC”)(3) declined slightly, from 12.7% to 12.6%.

Our Journey to Sustainable Growth

Financial results for one year are a snapshot of short-term performance. Our focus is on the long term. Since Mr. MacMillan joined the Company in 2013, the Company has invested significantly in its people, infrastructure and products. The power of focused, motivated people is evident, and has driven strong growth in annual revenue and profits, among other things.

The financial information in the charts to the right is presented on a GAAP basis. For fiscal 2017, these results include the impact of the divestiture of our blood screening business and the acquisition of Cynosure.

November 2013

Before the current management team was ~~a key factor~~ in ~~driving performance throughout the Company, with improved execution generating broad~~place, our sales and ~~deep growth.~~earnings were declining, we had $4.4 billion in debt, and we had no meaningful product pipeline. Our interest expense on our debt was higher than our expenditures on R&D.

•	We delivered strong top- and bottom-line growth both in the U.S. and internationally. Our GAAP revenue grew 6.9% in fiscal 2015 (even stronger growth on a constant currency basis) and GAAP earnings per share (“EPS”) increased 650% from $0.06 in fiscal 2014 to $0.45 in fiscal 2015.

•	~~Strong cash flows enabled us to continue to reduce our debt.~~

September 2017

	–	~~We voluntarily prepaid $300 million of a term loan in the first quarter, decreasing our total debt outstanding.~~

	–	~~We refinanced both our credit agreement and our senior notes, resulting in lower interest rates and less restrictive covenants.~~

	–	~~We repurchased $300 million in principal of our most dilutive convertible notes, further decreasing our total debt outstanding.~~

Under the stewardship of our management team, with significant contributions by our commercial teams, our sales have not only stopped declining, but have returned to growth. In fiscal 2017, organic growth (growth excluding the impact of the Cynosure acquisition and disposition of the blood screening business) was led by our international franchises, by molecular diagnostics products including Panther and APTIMA, and by MyoSure in our GYN Surgical business.

•	~~The combination of strong profit growth and lower debt has enabled us to significantly improve our return on invested capital (“ROIC”).~~⁽¹⁾

~~The three financial performance metrics we utilize in our compensation plans, adjusted revenue~~⁽²⁾~~, adjusted EPS~~⁽³⁾~~and ROIC, all improved significantly from fiscal 2014 to fiscal 2015.~~

In addition to revenue growth, the Company’s disciplined approach to strengthening the balance sheet also has paid off. From fiscal 2013 to fiscal 2017 our net debt, which is total debt minus cash, decreased from $4.0 billion to $2.8 billion, and our ROIC improved significantly.

While decreasing our debt, we also have increased our GAAP R&D spending by 17.8% since 2013. This investment is beginning to yield benefits, as evidenced by the multiple new product launches in 2017.

These improvements have helped drive our share price. Our share price has increased by 75.5% since 2013, based on a comparison of the closing price on the last trading day of fiscal 2013 to the closing price on the last trading day of fiscal 2017. We are committed to bringing value to our stockholders, as well as to our employees and customers, over the long term.

GAAP EPS

GAAP Revenue
(in millions)

GAAP Operating Margin

(1)

The definition of our Non-GAAP adjusted revenue and a reconciliation of our non-GAAP adjusted revenue to our GAAP revenue is provided inAnnex A to this proxy statement.

(2)

The definition of our Non-GAAP adjusted EPS and a reconciliation of our non-GAAP adjusted EPS to our GAAP EPS is provided inAnnex A to this proxy statement.

	(3)	ROIC means adjusted net operating profit after tax divided by the sum of average net debt and average stockholders’ equity. See “Why ROIC?” on page ~~30.~~33.
~~(2)~~	Adjusted revenue means our consolidated revenue determined in accordance with GAAP, adjusted to exclude revenue associated with the Company’s Sentinelle MRI coil business, including without limitation, revenue relating to the sale of that business or transactions related to the sale. Adjusted revenue is also calculated on a constant currency basis using the foreign currency exchange rate applied in setting the Company’s fiscal 2015 budget.
~~(3)~~	Adjusted EPS means our consolidated net income (loss) per share (on a fully-diluted basis) determined in accordance with GAAP, adjusted to exclude: (i) the non-cash amortization of intangible assets; (ii) acquisition-related charges and effects, including integration-related costs and expenses and the write-up of property, plant and equipment to fair value; (iii) non-cash interest expense from the amortization of the debt discount related to convertible debt instruments with cash settlement features; (iv) closure, consolidation (including accelerated depreciation expense) and restructuring and divestiture charges; (v) charges associated with settlement of litigation; (vi) losses from the extinguishment of debt and related transaction costs, including those costs related to transactions accounted for as modifications; (vii) other-than-temporary impairment losses on equity investments; (viii) other one-time, nonrecurring, unusual or infrequent charges, expenses or gains, including associated expenses, that may not be indicative of the Company’s core business results, including costs, expenses, charges and revenues associated with the Company’s Sentinelle MRI coil business; and (ix) income taxes related to any of the foregoing adjustments.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 21

Hologic, Inc. 2018 Proxy Statement

~~We believe these improvements and achievements have had a direct and positive impact on our stock performance and total shareholder return (“TSR”):~~

“

We made excellent progress in 2017 in building
a sustainable growth company. We laid the
foundations for long-term growth internationally,
we shifted our portfolio toward higher-growth
markets, and we began to launch new products
that reflect increasing innovation from our
revitalized research and development pipeline.
I’m proud of our team and all that we have
accomplished together and am eager to drive
even greater successes in 2018 and beyond.

”

* Share price reflects the closing price per share of the Company’s Common Stock on the last trading day of the fiscal quarter.

A Strong Future ~~With~~with a Strong Leader The appointment of Mr. MacMillan as our CEO in fiscal 2014 is a critical part of our current success story. Since joining Hologic, Mr. MacMillan has led a dramatic turnaround. His leadership and vision are at the core of our significantly improved performance over the short term, and we believe it is his continued commitment to driving sustainable long-term growth and investing in our people and products that will help secure our success as we move into the future. In ~~fiscal 2015,~~light of his long track record of success, other larger medical device companies have expressed interest over time in hiring Mr. MacMillan to serve as Chief Executive Officer. In October 2017, Mr. MacMillan received such an offer from a large medical device company. The independent members of the ~~Company entered into an amended~~Company’s Board of Directors considered the potential for disruption to Hologic and ~~restated Employment Agreement~~its business as well as the impact on stockholder value should Mr. MacMillan leave, and determined that it was in the best interests of Hologic and its stockholders to retain him as Chairman, President and Chief Executive Officer. Accordingly, the independent members of the Board, after careful consideration and discussions with Mr. MacMillan and the Compensation Committee’s compensation consultant, awarded Mr. MacMillan a special retention equity grant, effective December 1, 2017, all of which is performance-based and on the same terms as the annual equity grants for ~~a five-year term, with an option~~fiscal 2018. He formally declined the other more substantial offer, reaffirmed his commitment to ~~renew for an additional five-year term. This new agreement is guided by principles of pay for performance, stockholder alignment~~Hologic, and ~~sound compensation governance. Features include, but are not limited to:~~remains as Hologic’s Chairman, President and Chief Executive Officer.
	•	~~Tying future increases~~ If the Company does not meet the minimum ROIC and relative TSR threshold targets for the PSUs, none of the PSUs granted to Mr. MacMillan as part of this retention grant will vest. If the Company’s share price does not exceed the exercise price of the options, they will have no value. Of note, during the month between the grant approval date (November 1, 2017) and the grant effective date (December 1, 2017), the Company’s stock price increased 6.9%, resulting in ~~his base salary~~an effective option price premium due to the ~~employee merit pool percentage increase approved~~higher exercise price. See “Say-on-Pay and Stockholder Feedback” below for ~~base salaries of U.S. salaried employees;~~

	•	~~Tying future annual equity~~information regarding the positive reception the grant ~~values to changes in the Company’s adjusted EPS, as defined in the agreement;~~

	•	~~Promoting significant ownership of Hologic stock~~received from stockholders and ~~alignment with stockholders through an annual matching restricted stock unit (“RSU”) grant tied to the number of shares owned or deferred; and~~

	•	No accelerated vesting of equity under termination without Cause, other than in connection with a change of control (double-trigger accelerated equity under change of control agreement remains in effect).

~~Details about the specific arrangements made with Mr. MacMillan can be found in the “Employment, Change of Control and Severance Agreements” section beginning on page 31.~~investment analysts.

Hologic, Inc. 2018 Proxy Statement

“Say-On-Pay” and Stockholder Feedback

Each year, we take into account the result of the say-on-pay vote cast by our stockholders. AtAs our ~~2015~~journey to sustainable growth continues, so does the evolution of our compensation program. During the tenure of our current management team, we have seen our say-on-pay vote approval increase from 34% at our 2014 Annual Meeting of Stockholders ~~we saw~~to 95% at our 2017 Annual Meeting of Stockholders. We are making good progress in our compensation design and view the increasingly positive support from stockholders as a ~~measurable increase in support to approximately 77%, up from 34% in 2014. We interpreted the marked improvement as an~~continuing endorsement of our compensation program’s evolving design and ~~direction, including, based on stockholder feedback,~~direction. Our Compensation Committee regularly evaluates our executive compensation structure and assesses its effectiveness to ensure the ~~use~~design is incenting performance that is in the best interests of ~~ROIC~~the Company as ~~a performance-based metric for long-term incentive awards.~~well as our stockholders.

While say-on-pay is a key indicator of stockholder feedback, we also are committed to ~~keeping~~maintaining an open dialogue with our institutional investors and stockholders throughout the year. We reach out to discuss business topics, seek feedback on our performance and address other matters of importance to our stockholders, such as executive compensation. Since our ~~2015~~2017 Annual Meeting, we have actively engaged with a number of our largest institutional ~~investors.~~investors specifically on governance issues, reaching out to holders of more than 50% of our outstanding shares. Through this dialogue, we received additional validation on the design of our executive compensation program as well as ~~tremendous~~strong support for our ~~newly-appointed~~ senior management ~~team.~~team, particularly Mr. MacMillan. See below for additional information regarding our discussions with investors regarding performance metrics.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 22

~~Our Position~~Following disclosure of the special performance-based retention equity grant to Mr. MacMillan noted above, the Company reached out to ten of its largest stockholders, representing more than 50% of our outstanding shares, to discuss the grant. In addition, the Company had numerous conversations on ~~Employment, Change~~the subject with stockholders and investment analysts as part of ~~Control~~its normal investor relations activities. Feedback from stockholders and ~~Severance Agreements~~investment analysts has been overwhelmingly positive. Stockholders recognize Mr. MacMillan’s value to the Company and support the decision of the independent members of the Board to award the performance-based grant and retain Mr. MacMillan, and acknowledge the negative effect his departure could have had on the Company and its valuation. The Company publicly announced the grant on November 2, 2017, after the close of market. The Company’s stock price increased 3% on the next day, and from November 2, 2017 to November 30, 2017, the Company’s stock price increased 8.6%.

A Unique Asset – Investment Analysts Agree

The day after our post-market close announcement of Mr. MacMillan’s special retention equity grant, the response from stockholders and investment analysts was overwhelmingly positive. In the words of several analysts:

“We believe the possibility of CEO MacMillan leaving has been an overhang on the stock and we would expect HOLX shares to be up on this news. . . The Board believed (appropriately in our view) it was in the best interest of HOLX shareholders after considering the disruption to HOLX and the business should he leave to issue a retention package. . .”

“We view the retention of Mr. MacMillan as positive for HOLX as he has been a key architect behind the company’s turnaround. Since he joined the firm in December 2013, the stock has returned ~75%, outperforming the S&P by ~30%. Quarterly earnings results and sales growth have stabilized during his tenure . . . in our opinion this news underscores the difficulty of hiring talented managers in the medtech space.”

“ .. . .faith in the execution capabilities of the HOLX management team (many personally recruited by the CEO) is a material component of our and others’ investment theses in HOLX. A leadership change would have been disruptive.”

These views expressed by the investment analysts are consistent with and reflect issues discussed by the Board as it considered whether or not to award the special retention equity grant.

~~Our ability to build the exceptional leadership team in place today was due in large part to our having a full complement~~

Performance Metrics and Use of ~~compensation tools available to us and the flexibility to use them. This includes the ability to leverage employment, change of control and severance agreements.~~Non-GAAP Measures

The Committee spent time during 2017 reviewing incentive plan performance metrics and goal setting, as it does every year. We also discussed incentive plan performance metrics with our investors in the fall of 2017. We discussed our current use of ROIC as a performance metric as well as the recent addition of relative total shareholder return (“TSR”). Investors were supportive of the addition of relative TSR as a performance-based metric and were strongly in favor of continuing to use ROIC as a performance-based metric for our long-term incentive awards. Several expressed a preference for ROIC, with one investor sharing the view that compensation should be company and strategy-specific and expressing satisfaction that Hologic utilized ROIC exclusively when it made sense and then added relative TSR as the Company evolved. Another investor appreciated the amendment to Mr. MacMillan’s Employment Agreement at the end of fiscal 2016 which added adjusted net income as a check on adjusted EPS such that increases in annual equity grant values would be based on the lower growth of the two metrics, and decreases in annual equity grant value would be based on the larger decline of the two metrics, as applicable. In our 2016 discussions with investors, we also received positive feedback on our use of adjusted revenue and adjusted earnings per share (“EPS”) as performance measures in our Short-Term Cash Incentive Plan (“STIP”). Several investors commented on the importance of focusing on organic growth, which is a metric in our STIP, as discussed in more detail below, and one investor commented on the potential impact of corporate actions such as share repurchases or mergers and acquisitions on EPS results, which the Committee continually assesses.

Hologic, Inc. 2018 Proxy Statement

Non-GAAP. The Committee determined that using the measures of adjusted revenue, adjusted EPS and ROIC, which are all non-GAAP measures that are used by management to facilitate its operational decision-making, provided key insights into the Company and management’s achievements during the year and, thus, were appropriate to use in the incentive compensation plans. Additionally, the use of ROIC was specifically supported in discussions with stockholders.

Adjusted revenue, which is intended to reflect organic growth, is calculated on a constant currency basis and, pursuant to the terms of our STIP, is also adjusted (i) to remove the effect of acquisitions or dispositions (including the discontinuance of a product or product line other than in the ordinary course of business) that are completed during the reporting period that materially affect the Company’s consolidated revenue; and (ii) to exclude any acquisition-related accounting or other effects that are excluded in the calculation of adjusted EPS. Revenue that is adjusted to exclude the impact of these events is a non-GAAP measure. The Committee believes that ~~together, our employment, change~~organic growth, that is, revenue growth excluding the impact of ~~control~~changes in foreign exchange rates and ~~severance agreements, which are guided by our governance practices~~acquisitions and ~~policies (e.g., double-trigger change~~other transactions, as noted above, is an important measure of control provisions, no tax gross-ups), are well aligned with those of our peers. More importantly, they foster stability within senior management by helping our executives maintain continued focus and dedication to their responsibilities to maximize stockholder value, includingmanagement’s achievements in operating the Company’s core businesses during the year. Accordingly, the Committee utilizes adjusted revenue as a performance measure in the ~~event~~STIP. For fiscal 2017, adjusted revenue was calculated on a constant currency basis, using the fiscal 2017 budgeted foreign currency exchange rates, and excludes (i) revenue associated with the Company’s March 2017 acquisition of ~~a transaction that could result in a change in control~~Cynosure, (ii) incremental revenue from the Company’s April 2017 acquisition of ~~our Company.~~

~~We also understand the concern of our stockholders regarding severance arrangements, as evidenced by~~MMS Medicor Medical Supplies GmbH, which was one of the ~~non-binding stockholder proposals approved at~~Company’s distributors in Europe, and (iii) revenue related to transition services provided to Grifols Diagnostic Solutions Inc. subsequent to the January 2017 divestiture of our ~~2015 Annual Meeting~~blood screening business to Grifols. Adjusted revenue for fiscal 2017 includes four months of ~~Stockholders. In response,~~actual revenue from the blood screening business prior to divestiture and eight months of budgeted revenue for the divested blood screening business for the remainder of the annual period. A reconciliation of our non-GAAP adjusted revenue to our GAAP revenue is provided inAnnex A to this proxy statement.

Adjusted EPS is calculated as set forth inAnnex A. This financial measure adjusts for specified items that can be highly variable or difficult to predict, as well as certain effects of acquisitions, dispositions and financings that may not necessarily be indicative of operational performance. This metric is used by management to evaluate our historical operating results and as a comparison to competitor’s operating results. The Committee agrees with this approach and uses this non-GAAP measure as a performance measure in the STIP. A reconciliation of our non-GAAP adjusted EPS to our GAAP EPS is provided inAnnex A to this proxy statement.

ROIC is also a non-GAAP measure. The key building blocks of our ROIC metric are: (1) adjusted net operating profit after tax (“NOPAT”), (2) average net debt, and (3) average stockholders’ equity. ROIC is calculated as NOPAT/(average net debt + average stockholders’ equity). NOPAT is calculated in a manner similar to the calculation of adjusted net income, as used for the calculation of adjusted EPS under our STIP as described inAnnex A, except the operating results of Cynosure post acquisition and the impact to operations from divesting the blood screening business after the disposition date are not excluded, and non-operating income and expenses are excluded, such as interest expense, etc. The NOPAT amounts are intended to match the amounts included in our publicly released Non-GAAP results. Average stockholders’ equity is the average of the beginning of the period and the end of the period stockholders’ equity; provided, however, that average stockholders’ equity is adjusted to exclude any charges for impairment of goodwill or other intangible assets that occur after September 28, 2013. Average net debt is the average of the beginning of the period and the end of the period net debt which is the total book value of all debt outstanding less cash, cash equivalents and restricted cash. The Committee introduced ROIC as a performance metric in fiscal 2014 to hold management accountable for generating greater returns on capital allocated. Investors have been supportive of the use of ROIC. Given the significant improvement in ROIC since its introduction as a performance metric, the Committee ~~adopted a new Policy on Executive Severance Agreements (see “Fiscal 2015 Compensation Actions” section below and “Response to Stockholder Proposals” on page 10 of this proxy statement).~~believes it is having the intended effect.

~~Details about~~Goal-setting. In setting the ~~specific arrangements made with~~adjusted revenue and adjusted EPS goals for our ~~NEOs can be found~~2017 STIP, the Committee considered the Company’s historical performance as well as planned growth. For the 2017 STIP, adjusted revenue at target represents approximately 5% growth over the prior year actual revenue, while adjusted revenue at maximum represents approximately 11% growth over prior year actual revenue. Adjusted EPS at target represents approximately 10% growth over prior year adjusted EPS, while adjusted EPS at maximum represents approximately 21% growth over prior year adjusted EPS. If there is no growth in adjusted revenue or adjusted EPS as compared to the ~~“Employment, Change of Control and Severance Agreements” section beginning on page 31.~~prior year actual results, there is no payout under the applicable target.

In setting ROIC goals for performance share units (“ROIC PSUs”), the Committee considered past performance as well as future opportunities for efficiencies. The ROIC target goal of 14% for PSUs granted as fiscal 2017 long-term incentive awards represents a 200 basis point increase from the ROIC target goal for ROIC PSUs granted as 2016 long-term incentive awards. In addition, the performance scale for 2017 ROIC PSU grants has a non-linear performance scale above target which only accelerates once ROIC of 15% is achieved. If we fail to achieve the minimum three-year average ROIC goal of 12% for the fiscal 2017-2019 performance period, none of the ROIC PSUs granted as fiscal 2017 long-term incentive awards will vest and all will be forfeited.

In implementing and setting the new relative TSR goals for PSUs (“TSR PSUs”), the Committee considered market practice as well as the Company’s focus on driving shareholder value. The TSR PSUs granted as fiscal 2017 long-term incentive awards vest at target upon achievement of relative total shareholder return at the 50th percentile of a custom TSR Peer Group. If the Company’s relative total shareholder return is below the 25th percentile, then no TSR PSUs will vest, and all will be forfeited. The Company considered utilizing the 75th percentile of TSR as the threshold for the maximum 200% payout, as many companies do, but determined to use the more challenging 95th percentile as the threshold for maximum payout.

Hologic, Inc. 2018 Proxy Statement

Fiscal ~~2015~~2017 Compensation Actions

The Committee continued to strengthen the foundation of the executive compensation program, taking the following actions for fiscal ~~2015:~~2017:

~~Strengthened Stock Ownership Guidelines~~

●	–Amended CEO’s Employment Agreement to add adjusted net income as a check on adjusted EPS such that increases in annual equity grant values would be based on the lower growth of the two metrics, and decreases in annual equity grant value would be based on the larger decline of the two metrics.

●	~~CEO:~~ Amended CEO’s Employment Agreement to remove the annual housing allowance.

●	Increased ~~guidelines from three times~~annual base salary ~~to five times base salary.~~

	–	~~Non-Employee Directors: Increased guidelines from three times annual cash retainer to five times annual cash retainer.~~

	–	~~Other Executive Officers: Incorporated guidelines of two times base salary.~~

	–	~~Measurement Definitions: Only shares of stock issued~~for NEOs based on personal and ~~outstanding (or vested and deferred under our deferred equity plan) are credited towards the ownership goals.~~Company performance in fiscal 2016.

~~Adopted a Policy on Executive Severance Agreements~~

–

Policy limits severance benefits under any new severance or employment agreements entered into with executive officers to 2.99 times the sum of the executive officer’s base salary and non-equity incentive plan payment or other annual non-equity bonus or award, without seeking stockholder ratification of such benefits.

•	~~Kept annual base salaries level for all NEOs (no increases from fiscal 2014 to fiscal 2015).~~

•●	Continued the focus on pay for performance, basing the overall funding of the ~~2015~~2017 short-term incentive plan (“STIP”) ~~primarily~~ on the Company’s achievement of pre-determined adjusted revenue and adjusted EPS goals and setting challenging ROIC ~~hurdles~~goals for ~~performance stock units (“PSU”)~~PSU awards.


•●	Set the overall funding level of the ~~2015~~2017 STIP at ~~175%~~100% of target funding, based upon the Company’s ~~exceptional~~ performance against the established adjusted revenue and adjusted EPS performance targets.

●	Exercised negative discretion with regard to fiscal 2017 STIP payout for certain NEOs based on fiscal 2017 performance.

•●	Determined to utilize relative TSR as well as ROIC as performance measures for PSUs awarded as long-term incentive compensation to provide a more balanced approach with one consistent absolute metric (ROIC) and one relative metric (TSR).

●	Determined that long-term incentive awards for executive officers will continue to be allocated 50% to PSUs, 25% to RSUs and 25% to stock options, as in fiscal 2016.

●	Approved grants of stock options, RSUs, PSUs and Deferred Compensation Program (“DCP”) contributions in alignment with our compensation philosophy and program.

•	~~Modified the Company’s form of stock option award agreement to provide for a ten-year term.~~

Details of these actions are provided in ~~their respective~~the applicable sections of ~~the~~this CD&A.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 23

Looking Ahead to Fiscal ~~2016~~2018

~~During fiscal 2015, the~~

The Committee has made ~~additional~~several decisions ~~related~~relating to executive pay for fiscal ~~2016:~~2018, including:

•●	~~Implemented a Deferred Equity Plan, which allows certain officers, including our~~No increase in base salaries for NEOs, ~~and non-employee directors to defer settlement of RSUs and PSUs, encouraging long-term ownership and alignment with stockholder interests.~~

•	~~Assessed market practice and approved the following changes to equity awards:~~
	other than for Mr. Valenti.

●	–	~~For~~Decrease in fiscal ~~2016 and future grants of RSUs and stock options, reduced the RSU vesting period from four to three years and the stock option vesting period from five to four years.~~

	–	~~For~~2018 LTIP grant values for certain NEOs based on fiscal ~~2016 PSU grants, eliminated annual ROIC hurdles while retaining the more challenging three-year average ROIC minimum hurdle for the performance period.~~
		2017 performance.

•●	~~As in fiscal 2015, based~~Based funding of the ~~2016~~2018 STIP ~~primarily~~ on the achievement of pre-determined adjusted revenue and adjusted EPS ~~goals.~~

•	Asgoals, as in fiscal ~~2015, determined~~2017.

●	Determined that long-term incentive awards for executive officers will continue to be allocated 50% to PSUs, 25% to RSUs and 25% to stock ~~options.~~options, as in fiscal 2017.

●	Determined to continue to utilize relative TSR as well as ROIC as performance measures for PSUs awarded as long-term incentive compensation to provide a balanced approach with one consistent absolute metric (ROIC) and one relative metric (TSR).

•●

~~No increase~~Awarded a special, one-time retention equity grant to Mr. MacMillan, all of which is performance-based, as discussed above. The grant consists of $10 million in the form of PSUs subject to a three-year average ROIC metric, $10 million in the form of PSUs subject to a three-year relative TSR metric and $10 million in the form of stock options. The PSUs, which are subject to the same performance goals as all fiscal 2018 annual ~~base salary for our CEO.~~long-term incentive awards, cliff vest at the end of three years, provided the executive is employed and the measurement objectives are achieved, and the stock options vest in four equal installments over four years.

Best Compensation Practices and Policies

Below are highlights of our current practices and policies that guide our executive compensation program. We believe the following items promote good corporate governance and are in the best interests of our stockholders and NEOs:

✔	Double-trigger for accelerated equity vesting upon a change of control

✔	No tax gross-ups on severance or change of control payments

✔	Golden parachute policy

✔	Compensation recoupment (“clawback”) policy
✔	Anti-hedging and anti-pledging policy
	~~Anti-hedging policy~~

✔	No option repricing without stockholder consent
✔
	~~A heavy~~Heavy emphasis on performance-based compensation

✔	Robust stock ownership guidelines for our CEO, non-employee directors and executive officers

✔	Independent compensation consultant

✔	Annual risk assessments

Hologic, Inc. 2018 Proxy Statement

What Guides Our Compensation Program

Our Compensation Philosophy

The ability to compete effectively in the markets within which we operate depends to a large extent on our success in identifying, recruiting, developing and retaining management talent. We also need to remain focused on creating sustainable long-term growth and stockholder value. To this end, the design of our executive compensation program and the decisions made by the Committee are guided by the following principles:

•

●

Pay for performance. We believe that our ~~program~~compensation programs should motivate high performance among our NEOs within an entrepreneurial, incentive-driven culture and that compensation levels should reflect the achievement of short- and long-term performance objectives.


•●	Competitive pay. We aim to establish overall target compensation (compensation received when achieving expected results) that is competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for business and talent.


•●	Focus on total direct compensation. We seek to offer a total executive compensation package that best supports our leadership talent and business strategies. We use a mix of fixed and variable pay to support these objectives, as well as provide benefits and perquisites, where appropriate.

The Principal Elements of Pay: Total Direct Compensation (“TDC”)

Our compensation philosophy is supported by the following principal elements in our annual executive compensation program:

Element	Form	~~Form~~		Purpose
Base Salary		Cash ~~(Fixed)~~	(fixed)	Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities
Short-Term Incentive Plan (“STIP”)		Cash ~~(Variable)~~	(variable)	Rewards achievement of individual, business segment/function and/or overall corporate results for the most recently completed fiscal year
Long-Term Incentives		Equity ~~(Variable)~~	(variable)	Provides meaningful incentives for management to execute on longer-term financial and strategic growth goals that drive stockholder value creation and supports the Company’s retention strategy
Deferred Compensation	Cash (variable)	Rewards achievement of corporate results for the most recently completed fiscal year and also serves as a differentiating recruiting tool and retention mechanism.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 24

The charts below, which show the TDC of our CEO and our other NEOs for fiscal ~~2015,~~2017, illustrate that a majority of NEO TDC is performance based ~~(90%~~(90.7% for our CEO and an average of ~~79%~~80.3% for our other NEOs). These charts exclude ~~contributions to the DCP and~~ the value of other benefits and perquisites.

~~2015~~2017 ANNUAL TARGET CEO PAY	~~2015~~2017 ANNUAL TARGET AVERAGE NEO PAY

*Numbers in millions

Hologic, Inc. 2018 Proxy Statement

Our Decision-Making Process

The Compensation Committee oversees the compensation and benefits programs for our NEOs. The Committee is comprised solely of independent, non-employee members of the Board of Directors. The Committee works very closely with its independent compensation consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed through~~investors.hologic.com.~~investors.hologic.com.

The Role of the Committee

The Committee ~~is accountable for ensuring~~seeks to ensure that the links between our executive compensation program and our business goals are responsible, appropriate and strongly aligned with stockholder interests. The Committee annually determines the compensation levels of our NEOs by considering several factors, including:

•

●

Each NEO’s role and responsibilities


•●	How the NEO is performing those responsibilities


•●	Our historical and anticipated future financial performance


•●	Compensation practices of the companies in our peer group(s)


•●	Survey data from a broader group of comparable public companies (where appropriate)

The Role of Management

During fiscal ~~2015,~~2017, Mr. MacMillan reviewed the performance and compensation of the NEOs, other than himself, and made recommendations as to their compensation to the Committee. No executive officer participates in the deliberations of the Committee regarding his or her own compensation.

The Role of the Independent Compensation Consultant

The Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) to serve as its executive compensation consultant for fiscal ~~2015.~~2017. Pearl Meyer did not perform any services for us other than as directed by the Committee.

During fiscal ~~2015,~~2017, Pearl Meyer advised the Committee on a variety of subjects such as compensation plan design and trends, pay for performance analytics, benchmarking norms, and other such matters. Pearl Meyer also conducted a risk assessment of our executive compensation practices for fiscal 2017, as described in “Risk Oversight” on pages 10 and 11. Pearl Meyer reports directly to the Committee, participates in meetings as requested and communicates with the Committee Chair between meetings as necessary.

Prior to engaging Pearl Meyer, the Committee reviewed the firm’s qualifications as well as its independence and any potential conflicts of interest. The Committee has the sole authority to modify or approve Pearl Meyer’s compensation, determine the nature and scope of its services, evaluate its performance, and terminate the engagement and hire a replacement or additional consultant at any time.

Peer Group

The Committee compares our executive compensation program to a group of companies that are comparable in terms of size and industry (the “Primary Peer Group”). The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements (current or proposed), understanding compensation trends among comparable companies, and reviewing other compensation and governance-related topics that may arise during the course of the year.

~~Hologic, Inc.~~ ~~2016 Proxy Statement~~ 25