Table of Contents

Table of Contents

Hologic, Inc. 20172018 Proxy Statement

3 Back to Contents Back to Contents PROXY STATEMENT SUMMARY   Your Vote is Important   This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and the Company’s Annual Report on Form 10-K before casting your vote. References to “Hologic,” the “Company,” “we,” “us” or “our” refer to Hologic, Inc.   2017 Annual Meeting of Stockholders Time and Date: 8:00 a.m. Eastern Time, Wednesday, March 8, 2017 Place: Hologic, Inc., 250 Campus Drive, Marlborough, MA Record Date: January 9, 2017 2018 Annual Meeting of Stockholders Time and Date: 8:00 a.m. Eastern Time, Wednesday, March 14, 2018 Place: Hologic, Inc., 250 Campus Drive, Marlborough, MA Record Date: January 16, 2018 Attendance: All stockholders may attend the meeting. Stockholders who plan to attend the meeting must present a valid government-issued picture identification such as a driver’s license or passport. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record, please also bring your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission. 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. Voting: Stockholders as of January 16, 2018, the record date, are entitled to vote. Each share of common stock is entitled to one vote for each of the proposals presented at the meeting.            Vote by Internet Vote by Telephone Vote by Mail Vote in Person   Vote by Internet Vote by Telephone Vote by Mail Vote in Person Go towww.proxyvote.com and enter the 12-digit control number provided on your proxy card or voting instruction form. Call 800-690-6903 or the number on your proxy card or voting instruction form. You will need the 12-digit control number provided on your proxy card or voting instruction form. Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope. See the instructions above regarding attendance at the 12 digit control number provided on your proxy card or voting instruction form. Call 800-690-6903 or the number on your proxy card or voting instruction form. You will need the 12 digit control number provided on your proxy card or voting instruction form. Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope. See the instructions above regarding attendance at the Annual Meeting.    Electronic Stockholder Document Delivery To help lower the cost of producing and mailing documents – and reduce the environmental impact of our Annual Meeting Agenda and Voting Recommendations– we encourage stockholders to elect to receive an email that will provide electronic links to our proxy materials as well as the proxy voting site. For further information on how to sign up for electronic delivery, please see page 65 of this proxy statement.   Proposal Board Recommendation Page Election of Eight Directors FOR ● Say-on-Pay: Advisory Vote to Approve Executive Compensation FOR ● Say-on-Frequency: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation ANNUALLY ● Amendment to Hologic’s Fifth Amended and Restated Bylaws to Implement Majority Voting FOR ● Ratification of the Appointment of Ernst & Young LLP for 2017 FOR ● Meeting Agenda and Voting Recommendations   Proposal Board Recommendation Page Election of Seven Directors FOR 16 Say-on-Pay: Advisory Vote to Approve Executive Compensation FOR 50 Approval of the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan FOR 51 Ratification of the Appointment of Ernst & Young LLP for fiscal 2018 FOR 58    Hologic, Inc. 20172018 Proxy Statement 4 Back to Contents Back to Contents Director Nominees         Director           Nominee and Principal Occupation   Age   Since   Independent   Current Committee Membership Stephen P. MacMillan   54   2013       ● N/A Chairman, President and Chief Executive Officer                   Hologic, Inc.                   Sally W. Crawford   64   2007   ✔   ● Lead Independent Director Former Chief Operating Officer               ● Compensation Healthsource, Inc.               ● Nominating and Corporate Governance (Chair) Charles J. Dockendorff   63   2017   ✔   ● Audit and Finance (Chair) Former Chief Financial Officer and Executive               ● Nominating and Corporate Governance Vice President                   Covidien plc                   Scott T. Garrett   68   2013   ✔   ● Compensation (Chair) Senior Operating Partner               ● Nominating and Corporate Governance Water Street Healthcare Partners                   Namal Nawana   47   2018   ✔   ● N/A Former Chief Executive Officer and President                   Alere, Inc.                   Christiana Stamoulis   47   2011   ✔   ● Audit and Finance Chief Financial Officer and Head of Corporate               ● Nominating and Corporate Governance Development                   Unum Therapeutics                   Amy M. Wendell   57   2016   ✔   ● Audit and Finance Former Senior Vice President, Strategy & BD&L               ● Nominating and Corporate Governance Covidien plc                   Business and Financial Highlights Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment. The Company operates in four main areas: Breast & Skeletal Health, Diagnostics, GYN Surgical and Medical Aesthetics.  Our market-leading products include our innovative Genius™ 3D MAMMOGRAPHY™ technology, our Affirm™ prone biopsy system, our new Brevera® breast biopsy system, our ThinPrep® pap test, our Aptima® infectious disease tests, our Panther® and Panther Fusion® fully automated molecular diagnostics instruments, our NovaSure® device for endometrial ablation, our MyoSure® system for intrauterine tissue removal, and our Cynosure® brands.  Over the past four years, under the guidance of a focused and motivated senior management team, almost all of whom joined the Company in fiscal 2014 or later, we have made great progress toward building a sustainable growth company. Our solid financial results in fiscal 2017 reflect the progress we have made. In the short term, we strengthened our product leadership positions, enabling us to deliver solid revenue and earnings growth in line with our 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.  Financial highlights from fiscal 2017, all of which include the effects of divesting our blood screening business and acquiring Cynosure, are shown below:   Nominee and Principal Occupation   Age   Director Since   Independent   Current Committee Membership Christopher J. Coughlin Former Executive Vice President and CFO Tyco International   64   2016     • Audit and Finance (chair) Sally W. Crawford Former Chief Operating Officer Healthsource, Inc.   63   2007     • Compensation (chair) Scott T. Garrett Senior Operating Partner Water Street Healthcare Partners   67   2013       • Nominating and Corporate Governance Lawrence M. Levy Former Partner Brown Rudnick LLP   78   2005     • Nominating and Corporate Governance Stephen P. MacMillan Chairman, President and CEO Hologic, Inc.   53   2013       • N/A Christiana Stamoulis CFO and Head of Corporate Development Unum Therapeutics   46   2011     • Audit and Finance Elaine S. Ullian Former President and CEO Boston Medical Center   69   2007     • Lead Independent Director               • Compensation               • Nominating and Corporate Governance (chair) Amy M. Wendell Former Senior Vice President, Strategy & BD&L Covidien plc   56   2016     • Audit and Finance Business and Financial Highlights As a leading global healthcare and diagnostics company, we strive to make advances towards greater certainty for our customers by providing them with cutting-edge technology that makes a real difference, enabling healthier lives, everywhere, every day. Our market-leading products include our innovative Genius™ 3D MAMMOGRAPHY™ technology, our Affirm™ prone biopsy system, our ThinPrep® pap test, our Aptima® infectious disease tests, our NovaSure® device for endometrial ablation and the Procleix® family of blood screening assays and instruments, which are marketed and sold worldwide by Grifols S.A. Our products are focused on early detection and intervention, and we enjoy a strong position in women’s health. The past three years have been transformative ones for the Company. Under the guidance of a highly-engaged senior management team, all of whom joined the Company in fiscal 2014 or later, we continue our transition from turnaround mode to a sustainable growth company. The Company’s strong financial results in fiscal 2016 reflect the progress we have made. Improved commercial execution generated consistent growth across our three primary areas of the business – diagnostics, breast health and GYN surgical. Full-year GAAP revenue increased 4.7%, despite the negative impact of foreign currency   GAAP diluted EPS improved 158%   Debt declined primarily as a result of the repurchase of $274 million principal amount of convertible notes   Return on invested capital significantly improved   The price per share of our common stock has increased 83.9% since the end of fiscal 2013 ✔ Full-year GAAP revenue increased 8% Looking ahead, we are focused on sustainable, long-term ✔ GAAP diluted EPS improved 128% ✔ International revenue growth, and believe we have significant opportunities ahead of us.   Two of the important products that drove growth in 2016 – Genius 3D MAMMOGRAPHY™ and the fully automated Panther™ system in molecular diagnostics – are still early in their growth cycles   We have a largely untapped international opportunity, as only approximately 20% of our sales were generated outside of the United Statesincreased 15%, after struggling in fiscal 2016 ✔ Debt declined slightly as a result of eliminating our most dilutive convertible notes   We are committed to developing a robust research and development pipeline ✔ The price per share of our common stock increased 75.5% from the end of fiscal 2013 to the end of fiscal 2017 Hologic, Inc. 2018 Proxy Statement 5 Back to Contents Looking ahead, we are focused on driving sustainable, long-term growth, and believe we have significant opportunities ahead of us. ✔ We remain significantly under-penetrated internationally, as only 22% of our sales were generated outside of the United States in fiscal 2017 ✔ We continue our commitment to enhancing the research and development pipelines in each area of our business   Multiple opportunities to increase operational efficiency, reduce debt and lower our tax rate should enable us to continue to grow earnings even faster than sales ✔ We believe Cynosure will make steady progress in fiscal 2018 and become an important growth driver for the Company going forward Hologic, Inc. 2017 Proxy Statement    5 ✔ Multiple opportunities to increase operational efficiency and reduce debt should enable us to continue to grow earnings faster than sales Back to Contents Corporate Governance Highlights Hologic is committed to good corporate governance, which we believe will help us to sustain our success and build long-term stockholder value. In fiscal 2017, we continued to improve our corporate governance structure, focusing on the following: Board Assessment, Composition and Structure Our Nominating and Corporate Governance Committee is continually evaluating our Board composition. In 2015, our Nominating and Corporate Governance Committee led a Board assessment which included a Board peer review, managed by our general counsel. In 2016, the Nominating and Corporate Governance Committee continued to spearhead the assessment process by leading a facilitated discussion to evaluate the functioning and composition of the Board and its committees. In 2017, the full Board and each Board committee completed anonymous written evaluations, the results of which were shared with the Board and each respective committee. All evaluations were reviewed in detail by the Chairman and the Lead Director, who led a discussion with the full Board highlighting both areas of strength and areas of opportunity. The Board also assesses annually the efficacy of having a Lead Independent Director and a combined Chairman/CEO. In both 2016 and 2017, the Board affirmed its June 2015 decision to combine the Chairman and CEO roles and to appoint a Lead Independent Director. Our Board continues to evolve.   Hologic is committed to good corporate governance, which we believe will help us to sustain our success and build long-term stockholder value. In fiscal ● March 2016 we continued to improve our corporate governance structure, focusing on the following: Board Assessment, Composition and Structure Our Nominating and Corporate Governance Committee is continually evaluating our Board composition. In 2015, our Nominating and Corporate Governance Committee led a Board assessment which included a Board peer review, managed by our general counsel. In 2016, the Nominating and Governance Committee continued to spearhead the assessment process by leading a facilitated discussion to evaluate the functioning and composition of the Board and its committees. As a part of this discussion, the Board also assessed the efficacy of having a Lead Independent Director and a combined Chairman/CEO. The Board affirmed its June 2015 decision to combine the Chairman and CEO role and to appoint a Lead Independent Director. Our Board continues to evolve. Two– two of our long-tenured directors did not stand for re-election at our 2016 Annual Meeting and, at that meeting, ● March 2016 – stockholders elected a new director, Christopher J. Coughlin. In addition,Coughlin, at our Annual Meeting ● March 2016 – two representatives from the day after the 2016 Annual Meeting, Jonathan Christodoro and Samuel MerksamerIcahn group resigned from our Board. Messrs. Christodoro and Merksamer were originally appointed to the Board pursuant to the Nomination and Standstill Agreement, dated December 8, 2013 (the “Standstill Agreement”), by and among the Company and Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Carl C. Icahn, Jonathan Christodoro and Samuel Merksamer (collectively, the “Icahn Group”). Following the resignations of Messrs. Christodoro and Merksamer (each, an “Icahn Designee”) fromjust after our Board, we received written notice from the Icahn Group irrevocably waiving any right to designate a replacement for any Icahn Designee under the Standstill Agreement, and, accordingly, that the standstill period ended as of the date of the notice. Continuing the refreshment process, in Annual Meeting ● December 2016 – our Board appointed a new director, Amy M. Wendell ● March 2017 – Nancy L. Leaming, our then longest-tenured director, did not stand for re-election at our Annual Meeting ● March 2017 – Mr. Coughlin resigned from our Board due to a conflict with his service on the board of Allergan plc ● May 2017 – the Board appointed a new director, Charles J. Dockendorff, who is standing for election at this Annual Meeting. Additionally,Meeting ● December2017 – Elaine S. Ullian decided to retire from our longest-tenured director, Nancy L. Leaming, decidedBoard and not to stand for re-election at 2018 Annual Meeting. The Board appointed Sally W. Crawford as our new Lead Independent Director ● January 2018 – the Board appointed a new director, Namal Nawana, who is standing for election at this meeting. Her decisionAnnual Meeting ● March 2018 – Lawrence M. Levy, who is currently our longest-tenured director, is not to standstanding for re-election did not involve any disagreementat this Annual Meeting in compliance with any Board member or with management. Effectivethe retirement age provision in 2016, the Board restructured its committees, disbanding the Corporate Development Committee, expanding the role of the Audit Committee to assume some of the responsibilities of the Corporate Development Committee, and renaming the Audit Committee as the Audit and Finance Committee. The Board, at the recommendation of the Nominating andCompany’s Corporate Governance Committee, also reduced the size of each committee to three or four members. Guidelines Risk Management Process Our general counsel led an initiative in 2015 to strengthen the Company’s risk management process, resulting in a comprehensive but targeted enterprise risk management report to the Board. In 2016, our general counsel continued to strengthen the process, refining the risks and mitigating actions. Additionally, the Compensation Committee worked with Mr. MacMillan to align the executive leadership team’s individual performance objectives with the top three risks identified in the annual Enterprise Risk Management process. Continued Stockholder Outreach Continuing the year-round approach to stockholder engagement we implemented last year, in addition to discussions that take place before our Annual Meeting, we initiated discussions in early fall 2016 during a quieter period, reaching out to our largest stockholders, representing over 50% of our shares. We ultimately met with seven of our investors to discuss business highlights, compensation and governance matters. Details of the stockholder feedback are incorporated throughout this proxy statement. Sustainability We are committed to improving the health of our communities, customers, patients and employees, and to ensuring that the decisions we make today have a positive effect on future generations. In October 2016, we made our first foray into sustainability disclosure, posting information on our website in four initial areas of focus: Energy and Greenhouse Gas Efficiency, Recycling/Reuse, Supply Chain and Workplace Health and Safety. Our sustainability program is evolving and this initial disclosure is designed to provide a foundation on which we can build.   The Board assesses the structure and composition of its committees at least annually. In December 2017, the Board appointed Mr. Dockendorff as chair of the Audit and Finance Committee, Mr. Garrett as chair of the Compensation Committee and Ms. Crawford as Lead Director and chair of the Nominating and Corporate Governance Committee. Given the current size of the Board and the desire of the full Board to fully participate in the search for a new director, in December 2017, the Board also expanded the Nominating and Corporate Governance Committee to include all existing independent members of the Board. Risk Management Process Our general counsel continues to strengthen the Company’s risk management process, presenting a comprehensive but targeted annual enterprise risk management report to the Board as well as a report from time to time on evolving risks and mitigating actions, as warranted. Additionally, the Compensation Committee worked with Mr. MacMillan to align the executive leadership team’s individual performance objectives with the top risks identified in the annual Enterprise Risk Management process. Continued Stockholder Outreach In fiscal 2017, we continued the year-round approach to stockholder engagement we implemented in 2015. In addition to discussions that take place before our Annual Meeting, we initiated discussions in early fall 2017 during a quieter period, reaching out to our largest stockholders, representing over 50% of our shares. We ultimately met with six of our investors as Hologic, Inc. 20172018 Proxy Statement 6 Back to Contents Back to Contents part of this outreach to discuss business highlights, as well as compensation and governance matters, including proxy access. Details of stockholder feedback are incorporated throughout this proxy statement. We reached out to shareholders again following the announcement of Mr. MacMillan’s special equity retention grant and received positive feedback, as discussed in the Compensation Discussion and Analysis section of this proxy statement. Sustainability We are committed to improving the health of our communities, customers, patients and employees, and to ensuring that the decisions we make today have a positive effect on future generations. In October 2016, we made our first sustainability disclosure, posting information on our website in four initial areas of focus: Energy and Greenhouse Gas Efficiency, Recycling/ Reuse, Supply Chain and Workplace Health and Safety. Our sustainability program is evolving and we are continuing to build on this initial foundation. Election and Removal of Directors   In March 2016, we amended our Bylaws to permit stockholders holding a majority of shares entitled to vote to remove directors with or without cause, in accordance with Delaware law. In March 2017, management proposed, and stockholders approved, amending our Bylaws to provide for a majority vote standard in the case of uncontested elections of directors. We Believe in Good Corporate Governance Board Practices Stockholder Matters ✔  Annual election of directors  ✔  Six of our seven director nominees are independent  ✔  All committees consist solely of independent directors  ✔  Over 40% of our board nominees are women  ✔  Regular executive sessions of independent directors  ✔  Independent Lead Director ✔  Active stockholder engagement  ✔  Stockholders permitted to act by written consent  ✔  Stockholder right to request a special meeting  ✔  Annual say-on-pay advisory vote  ✔  No shareholder rights plan (“poison pill”)  ✔  Majority vote standard in uncontested elections of directors Other Best Practices ✔  No hedging or pledging of our securities by executive officers or directors permitted  ✔  Robust executive and director stock ownership guidelines  ✔  Majority of shares may remove directors with or without cause in accordance with Delaware law. Our Bylaws previously provided that a director could be removed from office only for cause by vote of the holders of eighty percent (80%) of the voting stock then outstanding. Our Board Profile* Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspectives. All Director nominees exhibit:   In this proxy statement, we are proposing to amend our Bylaws further to provide for a majority vote standard in the case ● High integrity ● Global experience ● Strategic thinking ● Industry experience ● A proven record of uncontested elections of directors. We Believe in Good Corporate Governancesuccess Annual election of directors Seven of our eight director nominees are independent All committees consist solely of independent directors Independent Lead Director 50% of our board members are women Regular executive sessions of independent directors No shareholder rights plan (sometimes called a “poison pill”) Robust executive and director stock ownership guidelines No hedging or pledging of our securities by our executive officers or directors permitted Active stockholder engagement Stockholders permitted to act by written consent in lieu of a meeting Stockholders holding an aggregate of at least 25% of our outstanding shares can request a special meeting Amended Bylaws to allow removal of directors without cause by a majority of shareholders entitled to vote Proposing adoption of majority vote standard for directors in uncontested elections Corporate Governance Guidelines and environmental sustainability information published on our website atinvestors.hologic.com ● Financial expertise   Board Composition and Skills* GENDER DIVERSITY DIRECTOR TENURE DIRECTOR AGE       Average Tenure: 3.21 years Average Age: 57.1 *Director nominees   *Director nominees Hologic, Inc. 20172018 Proxy Statement 7 Back to Contents Back to Contents Compensation Highlights Compensation Highlights   The Compensation Committee has responsibility for oversight of the Company’s executive compensation framework, and within that framework, works with management to align pay with performance.   What we do What we don’t do 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 No hedging/pledging of Hologic stock Compensation recoupment (“clawback”) policy No option repricing without stockholder approval Heavy emphasis on performance-based compensation No excessive perquisites for executives What we don’t do ✔  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  ✘  No hedging/pledging of Hologic stock  ✔  Compensation recoupment (“clawback”) policy  ✘  No option repricing without stockholder approval  ✔  Heavy emphasis on performance-based compensation  ✘  No excessive perquisites for executives ✔Meaningful stock ownership guidelines for our CEO, non-employee directors and executive officers ✔  Independent compensation consultant  ✔  Annual risk assessments     2017  ANNUAL TARGET CEO PAY 2017  ANNUAL TARGET AVERAGE NEO PAY Independent compensation consultant   Annual risk assessments         *Numbers in millions Note About Forward-Looking Statements This proxy statement includes estimates, projections and statements relating to our business plans, objectives and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement, including but not limited to this Proxy Statement Summary and the Compensation Discussion and Analysis. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.   2016 ANNUAL TARGET CEO PAY 2016 ANNUAL TARGET AVERAGE NEO PAY CEO Employment Agreement At the end of fiscal 2016, Mr. MacMillan’s Employment Agreement was amended to: • remove the annual housing allowance previously provided, and • add adjusted net income as a check on adjusted EPS such that increases in annual equity grant values will be based on thelower growth of the two metrics, and decreases in annual equity grant value will be based on thelarger decline of the two metrics, as applicable. Details about the specific arrangement made with Mr. MacMillan can be found in the “Employment, Change of Control and Severance Agreements” section beginning on page [●]. Note About Forward-Looking Statements This proxy statement includes estimates, projections and statements relating to our business plans, objectives and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement, including but not limited to this Proxy Statement Summary and the Compensation Discussion and Analysis. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. Hologic, Inc. 20172018 Proxy Statement 8 Back to Contents GOVERNANCE OF THE COMPANY Back to Contents GOVERNANCE OF THE COMPANY Hologic’s governance responsibilities are built on a foundation of interactive dialogue with stockholders, written principles and continuous improvement, which we believe will help us sustain our success, build trust in the Company and continue to create long-term stockholder value. To that end, the Company has in place Corporate Governance Guidelines which are designed to assist the Company and the Board in implementing effective corporate governance practices. The Board has also adopted a Code of Conduct that applies to all of our employees, officers and directors and a Code of Ethics (included as Appendix A to our Code of Conduct) that applies specifically to senior financial officers. These policies are publicly available on our website atinvestors.hologic.com. Hologic posts additional information on our website from time to time as the Board makes changes to our corporate governance practices. Our Board believes that good governance requires not only an effective set of specific practices, but also a culture of responsibility and accountability throughout the organization. Governance at Hologic is intended to achieve both. Good governance ultimately depends on the quality of an organization’s leadership, and our Board is committed to recruiting and retaining directors and officers with proven leadership ability and personal integrity. The Board has implemented corporate governance practices that it believes are both in the best interests of Hologic and our stockholders as well as compliant with the rules and regulations of the SEC and the listing standards of NASDAQ. The Board reviews these practices on an ongoing basis. Highlights of our corporate governance practices are summarized below. Board Leadership Structure Chairman and Lead Director Roles Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. The Board and the Nominating and Corporate Governance Committee review the structure of the Board and Hologic leadership as part of the succession planning process on an ongoing basis. The Board also reviews its structure during its annual self-assessment. The Board believes that Hologic and its stockholders are best served at this time by having our CEO, Stephen P. MacMillan, also serve as our Chairman, and Sally W. Crawford, an independent director, serve as our Lead Director. Combining the roles of Chairman and CEO makes clear that we have a single leader who is directly accountable to the Board and, through the Board, to our stockholders. It establishes one voice who speaks for the Company to customers, employees, stockholders and other stakeholders. This structure reinforces Mr. MacMillan’s overall responsibility for the Company’s business and strategy, under the oversight and subject to the review of the Board. It strengthens the Board and the Board’s decision-making process because Mr. MacMillan, who has first-hand knowledge of our operations and the major issues facing Hologic, chairs the Board meetings where the Board discusses strategic and business issues. This structure also enables Mr. MacMillan to act as the key link between the Board and other members of management and facilitate an efficient Board process. The Board recognizes the importance of having a strong independent Board leadership structure to ensure accountability. Accordingly, our Corporate Governance Guidelines provide that if the Chairman is not an independent director, then the independent directors will select a Lead Director. The Board believes that a Lead Director is an integral part of our Board structure and facilitates the effective performance of the Board in its role of providing governance and oversight. After serving as Lead Director since June 2015 and as a member of our Board since 2007, Ms. Ullian has decided to retire and not seek re-election. We thank her for her exceptional leadership and unyielding dedication to the Company and its stockholders. In December 2017, the Board appointed Sally W. Crawford to serve as Lead Director. Ms. Crawford, as Lead Director, has significant responsibilities. Certain specific responsibilities are set forth in Hologic’s Corporate Governance Guidelines and include:   Hologic is committed to good corporate governance, which we believe will help us sustain our success and continue to build long-term stockholder value. To that end, the Company has in place Corporate Governance Guidelines which are designed to assist the Company and the Board in implementing effective corporate governance practices. The Board has also adopted a Code of Conduct that applies to all of our employees, officers and directors and a Code of Ethics (included as Appendix A to our Code of Conduct) that applies specifically to senior financial officers. These policies are publicly available on our website atinvestors.hologic.com. Hologic posts additional information on our website from time to time as the Board makes changes to our corporate governance practices. Our Board believes that good governance requires not only an effective set of specific practices, but also a culture of responsibility throughout the organization. Governance at Hologic is intended to achieve both. Good governance ultimately depends on the quality of an organization’s leadership, and our Board is committed to recruiting and retaining directors and officers with proven leadership ability and personal integrity. The Board has implemented corporate governance practices that it believes are both in the best interests of Hologic and our stockholders as well as compliant with the rules and regulations of the SEC and the listing standards of NASDAQ. The Board reviews these practices on an ongoing basis. Highlights of our corporate governance practices are summarized below. Board Leadership Structure Chairman and Lead Director Roles Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. The Board and the Nominating and Corporate Governance Committee review the structure of the Board and Hologic leadership as part of the succession planning process on an ongoing basis. The Board also reviews its structure during its annual self-assessment. The Board believes that Hologic and its stockholders are best served at this time by having our CEO, Stephen P. MacMillan, also serve as our Chairman, and Elaine S. Ullian, an independent director, serve as our Lead Director. Combining the roles of Chairman and CEO makes clear that we have a single leader who is directly accountable to the Board and, through the Board, to our stockholders. It establishes one voice who speaks for the Company to customers, employees, stockholders and other stakeholders. This structure reinforces Mr. MacMillan’s overall responsibility for the Company’s business and strategy, under the oversight and subject to the review of the Board. It strengthens the Board and the Board’s decision-making process because Mr. MacMillan, who has first-hand knowledge of our operations and the major issues facing Hologic, chairs the Board meetings where the Board discusses strategic and business issues. This structure also enables Mr. MacMillan to act as the key link between the Board and other members of management and facilitate an efficient Board process. The Board recognizes the importance of having a strong independent Board leadership structure to ensure accountability. Accordingly, our Corporate Governance Guidelines provide that if the Chairman is not an independent director, then the independent directors will select a Lead Director. The Board believes that a Lead Director is an integral part of our Board structure and facilitates the effective performance of the Board in its role of providing governance and oversight. Ms. Ullian has been our Lead Director since June 2015. She brings to the role considerable skills and experience, as described below in “Election of Directors.” In addition, Ms. Ullian is Chair of our Nominating and Corporate Governance Committee, which affords her increased engagement with Board governance and composition. Ms. Ullian, as Lead Director, has significant responsibilities. Certain specific responsibilities are set forth in Hologic’s Corporate Governance Guidelines and include: • ● presiding at the meetings of the Board at which the Chairman is not present; • ● convening meetings of the independent directors, including executive sessions held in conjunction with each regularly-scheduled Board meeting; • ● serving as the principal liaison between the Chairman and the independent directors, including with respect to matters arising in executive sessions of the independent directors; • ● working with the Chairman and the Nominating and Corporate Governance Committee to establish processes to assist the Board in the efficient discharge of its duties; • ● approving Board meeting agendas as well as the quality, quantity and timeliness of information sent to the Board; • ● approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; • recommending to the Chairman the retention of outside advisors, as appropriate, who report directly to the Board on board-wide matters;   Hologic, Inc. 20172018 Proxy Statement 9 Back to Contents Back to Contents • ● recommending to the Chairman the retention of outside advisors, as appropriate, who report directly to the Board on board-wide matters; ● being available, if requested by stockholders, and when appropriate, for consultation and direct communication; and • ● coordinating with the other independent directors in respect of each of the foregoing and performing such other duties as may be properly requested by the Board. Mr. MacMillan’s responsibilities as Chairman of the Board are also set forth in our Corporate Governance Guidelinesforegoing and include: performing such other duties as may be properly requested by the Board.   • Mr. MacMillan’s responsibilities as Chairman of the Board are also set forth in our Corporate Governance Guidelines and include: ● presiding at meetings of the Board of Directors and stockholders; • ● establishing processes to assist the Board in the efficient discharge of its duties; • ● organizing and presenting agendas for Board meetings based on advice from the Lead Director, Committee Chairs, directors and members of senior management; • ● facilitating the proper flow of information to the Board and working to see that meetings are efficient and informative; • ● working with the Nominating and Corporate Governance Committee to develop processes for structuring Committees and overseeing their functions, including assignments of Committee members and Chairs; • ● working with the Nominating and Corporate Governance Committee to develop processes for management development and succession planning for senior executives; and ● performing such other duties as may be properly requested by the Board. • performing such other duties as may be properly requested by the Board. In addition to discharging the specific responsibilities identified above, Mr. MacMillan consults regularly with Ms. Ullian on a variety of matters, including governance and strategy. As Lead Director and Chair of the Nominating and Corporate Governance Committee, Ms. Ullian takes the lead in Board structure and composition. In addition, Ms. Ullian’s proven ability to assert independent leadership while working collaboratively with other directors and building consensus around different points of view enable her to serve effectively as our Lead Director and as Chair of our Nominating and Corporate Governance Committee. During its self-assessment discussions in 2016, the Board considered and affirmed the current efficacy of this In addition to discharging the specific responsibilities identified above, Mr. MacMillan consults with Ms. Crawford on a variety of matters, including governance and strategy. As Lead Director and Chair of the Nominating and Corporate Governance Committee, Ms. Crawford takes the lead in Board structure and composition. In addition, Ms. Crawford’s ability to assert independent leadership while working collaboratively with other directors, particularly evident when she served as chair of the Compensation Committee, as well as her diligence and preparedness enable her to serve effectively as our Lead Director and as Chair of our Nominating and Corporate Governance Committee. During 2017, the Board again considered and affirmed the current efficacy of the Lead Director and combined Chairman/CEO structure for the Company. We have also discussed this structure with a number of our largest stockholders. While several advised that they do scrutinize combined Chair/CEO structures as a matter of practice, none expressed concern over this structure for Hologic. Independent Directors and Committees In evaluating its leadership structure, the Board also considered that, other than Mr. MacMillan, all of our directors are independent. Our independent directors appropriately challenge management and demonstrate independent judgment in making important decisions for our Company. In addition, each of the Board’s standing committees – Audit and Finance, Compensation, and Nominating and Corporate Governance – is comprised entirely of independent directors. As a result, oversight of key matters, such as the integrity of Hologic’s financial statements, executive compensation, the nomination of directors and evaluation of the Board and its committees, is entrusted to independent directors. Finally, the Board meets in executive session without the CEO in connection with each regularly-scheduled Board meeting as well as any other times it deems appropriate. The active involvement of the independent directors, combined with the qualifications and significant responsibilities of our Lead Director, promote strong, independent oversight of Hologic’s management and affairs. Risk Oversight Our Board is responsible for risk oversight. A fundamental part of risk oversight is understanding the risks that we face, the steps management is taking to manage those risks and assessing our appetite for risk. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. It is management’s responsibility to manage risk and bring to the Board’s attention material risks facing the Company. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments, including the related enterprise-risk exposures. The involvement of the Board in the oversight of our strategic planning process is a key part of its assessment of the risks inherent in our corporate strategy. Our general counsel leads the Company’s enterprise risk management process. As part of this process, risk is assessed throughout the business, focusing on three primary areas: financial risk, legal/compliance risk and operational/strategic risk. The resulting enterprise risk management report (“ERM report”) details the Company’s top ten risks, as well as mitigating actions and plans relating to those risks, and is presented to and discussed with the Board on an annual basis. This year, the ERM report highlighted changes in the risks identified in the prior year’s report as well as mitigating actions. Underscoring the Board’s and management’s focus on enterprise risk are the individual performance objectives of the executive leadership team for fiscal 2018, which are again aligned with the Company’s top enterprise risks, as identified in the ERM report. While the Board has overall responsibility for risk oversight, each of the three standing committees of the Board regularly assesses risk in connection with executing their responsibilities. In particular, the Audit and Finance Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report Hologic, Inc. 2018 Proxy Statement 10 Back to Contents from the Company’s internal auditors. At the Compensation Committee’s direction, the Compensation Committee’s independent compensation consultant conducts a risk assessment of our executive compensation programs, and members of our internal legal, human resources and sales operations departments evaluate our other compensation programs. The Committee and its independent compensation consultant reviewed and discussed these assessments for fiscal 2017, and the Compensation Committee concurred with the assessment that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business. As we are in the process of integrating Cynosure, including its compensation programs, we did not include the Cynosure compensation programs in our formal annual review. However, in the course of our ongoing integration, our new management team at Cynosure has not identified compensation programs at Cynosure that we believe create risks that are reasonably likely to have a material adverse effect on our business. Stockholder Engagement While the Board, through the Nominating and Corporate Governance Committee, oversees stockholder matters and participates in meetings with stockholders, as appropriate, management has the principal responsibility for stockholder communications and engagement. As discussed below, management provides regular feedback to the Board concerning stockholder feedback. During 2017, we continued the year-round approach to stockholder engagement we implemented in 2015. In addition to discussions just before our Annual Meeting, we initiated discussions during a quieter period several months later, reaching out to a number of our largest stockholders, representing over 50% of our outstanding shares. Topics discussed with the investors with whom we met included business highlights, Board composition, executive compensation, proxy access and other governance practices. ● Board Composition. All investors with whom we spoke appreciated our Board refreshment process and continued composition assessment. All expressed support for the current Board composition and none expressed concern over this structure for Hologic. Independent Directors and Committees In evaluating its leadership structure, the Board also considered that eight of our nine current directors are independent. Our independent directors appropriately challenge management and demonstrate independent judgment in making important decisions for our Company. In addition, each of the Board’s standing committees — Audit and Finance, Compensation, and Nominating and Corporate Governance — is comprised entirely of independent directors. As a result, oversight of key matters, such as the integrity of Hologic’s financial statements, executive compensation, the nomination of directors and evaluation of the Board and its committees, is entrusted to independent directors. Finally, the Board meets in executive session without the CEO in connection with each regularly-scheduled Board meeting. The active involvement of the independent directors, combined with the qualifications and significant responsibilities of our Lead Director, promote strong, independent oversight of Hologic’s management and affairs. Risk Oversight Our Board is responsible for risk oversight. A fundamental part of risk oversight is understanding the risks that we face, the steps management is taking to manage those risks and assessing our appetite for risk. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. It is management’s responsibility to manage risk and bring to the Board’s attention material risks facing the Company. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments, including the related enterprise-risk exposures. The involvement of the Board in the oversight of our strategic planning process is a key part of its assessment of the risks inherent in our corporate strategy. Last year, our general counsel led an initiative to strengthen the Company’s enterprise risk management process, which continued this year. As part of this process, risk was assessed throughout the business, focusing on three primary areas: financial risk, legal/compliance risk and operational/strategic risk. The resulting enterprise risk management report (“ERM report”) detailed the Company’s top ten risks, as well as mitigating actions and plans relating to those risks, and was presented to and discussed with the Board. This year, the ERM report highlighted changes in the risks identified in the prior year’s report as well as mitigating actions. Underscoring the Board’s and management’s focus on enterprise risk are the individual performance objectives of the executive leadership team for fiscal 2017, which are again aligned with the Company’s top three enterprise risks, as identified in the ERM report. While the Board has overall responsibility for risk oversight, each of the three standing committees of the Board regularly assesses risk in connection with executing their responsibilities. In particular, the Audit and Finance Committee focuses on financial risk, including Hologic, Inc. 2017 Proxy Statement    10 Back to Contents internal controls, and receives an annual risk assessment report from the Company’s internal auditors. At the Compensation Committee’s direction, the Compensation Committee’s independent compensation consultant conducts a risk assessment of our executive compensation programs, and members of our internal legal, human resources and sales operations departments evaluate our other compensation programs. The Committee and its independent compensation consultant reviewed and discussed these assessments for fiscal 2016, and the Compensation Committee concurred with the assessment that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business. Stockholder Engagement While the Board, through the Nominating and Corporate Governance Committee, oversees stockholder matters and participates in meetings with stockholders, as appropriate, management has the principal responsibility for stockholder communications and engagement. As discussed below, management provides regular feedback to the Board concerning stockholder feedback. During 2016, we continued the year-round approach to stockholder engagement we implemented in 2015. In addition to discussions just before our Annual Meeting, we initiated discussions during a quieter period several months later, reaching out to a number of our largest stockholders, representing over 50% of our outstanding shares. Topics discussed with these investors included business highlights, Board composition, Board and executive compensation, sustainability and other governance practices. • Board Composition. All investors with whom we spoke appreciated our Board refreshment process and continued composition assessment. None expressed concerns over our combined CEO/Chairman structure although one investor noted that they scrutinize the proxy statements of companies with this structure for disclosure regarding the responsibilities of the Lead Director.CEO/Chairman structure. • ● Compensation.All investors with whom we spoke were supportive of our focus on performance-based compensation and the metrics that we use, as well as the changes to the long-term incentive program we are implementing for fiscal 2017. Please see the “Compensation Discussion and Analysis” beginning on page [●] for more detailed information. With respect to director compensation, all investors with whom we spoke were supportive of the move from a flat sign-on equity grant for new directors to a pro-rated annual grant. • Sustainability. The investors with whom we spoke were split on the topic of sustainability. Several expressed strong views regarding the positive impact of sustainability practices and disclosure while others noted that they did not focus on sustainability practices and disclosures. Of the investors with strong views on this subject, there was consensus that we should focus on issues material to our business rather than try to address all matters in any one sustainability framework. All were receptive to the steps we have been making towards sustainability disclosure. In addition to input on current governance and executive compensation topics specific to Hologic, we invite discussion on any other topics or trends stockholders may wish to share with us. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with stockholders to our Lead Director, Chairman and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion and actions are necessary by the respective committee or full Board. The Board considers shareholder perspectives, as well as the interestschanges to the long-term incentive program we implemented for fiscal 2017. Please see the “Compensation Discussion and Analysis” beginning on page 21 for more detailed information. ● Proxy Access. Investors were mixed in their views as to whether we should pro-actively adopt proxy access bylaw provisions or continue our watchful waiting approach. As a result of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs. Director Nomination Process and Board Assessment Understanding the importance of its responsibility to provide effective oversight, our Board strives to maintain an appropriate balance of tenure, diversity, skills and experience on the Board. As provided in its charter,direct feedback from stockholders, the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors. The Nominating and Corporate Governance Committee seeks to identify and evaluate director candidates and may rely on input provided by a number of sources, including the Nominating and Corporate Governance Committee members, our other directors or officers, our stockholders, and third parties such as professional search and screening firms. In evaluating potential candidates for director, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials including: character and integrity, business acumen, experience, commitment and diligence. The Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The Nominating and Corporate Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as diversity of gender and race. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteriaconsidering adopting proxy access bylaw provisions. In addition to input on current governance and executive compensation topics specific to Hologic, we invite discussion on any other topics or trends stockholders may wish to share with us. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with stockholders to our Lead Director, Chairman and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion and actions are necessary by the respective committee or full Board. The Board considers shareholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs.   Director Nomination Process and Board Assessment Understanding the importance of its responsibility to provide effective oversight, our Board strives to maintain an appropriate balance of tenure, diversity, skills and experience on the Board. As provided in its charter, the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors. The Nominating and Corporate Governance Committee seeks to identify and evaluate director candidates and may rely on input provided by a number of sources, including the Nominating and Corporate Governance Committee members, our other directors or officers, our stockholders, and third parties such as professional search and screening firms. In evaluating potential candidates for director, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials, including: character and integrity, business acumen, experience, commitment and diligence. The Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The Nominating and Corporate Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as diversity of gender and race. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors considered as a whole should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. Generally, directors should be individuals who Hologic, Inc. 20172018 Proxy Statement 11 Back to Contents Back to Contents and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. Generally, directors should be individuals who have succeeded in their particular field and who demonstrate integrity, reliability, knowledge of corporate affairs and collegiality. The Nominating and Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board. Last year, the Nominating and Corporate Governance Committee led a Board assessment initiative, which included a Board peer review, managed by the general counsel. This year the Nominating and Corporate Governance Committee determined that a facilitated discussion with the full Board would be the most effective form of evaluation. As a part of this discussion, the Board examined several key characteristics which it believed would augment the current skill set of the Board, including experience in a senior executive position in a large, complex, global company; extensive operational and transactional experience; deep understanding of the Company’s markets and/or customers and a product background. The Nominating and Corporate Governance Committee will consider stockholder recommendations for candidates for the Board using the criteria described in the preceding paragraph. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating stockholder’s ownership of the Company’s stock should be sent to the attention of our Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752. If you wish to formally nominate a candidate, you must follow the procedures described in Section 1.4 of our Bylaws. Code of Ethics Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer and principal financial officer, principal accounting officer and controller, and other persons performing similar functions. Our Code of Ethics for Senior Financial Officers is publicly available on our website atinvestors.hologic.com as Appendix A to our Code of Conduct. We intend to satisfy the disclosure requirement under Item 5.05 of Current Report on Form 8-K regarding an amendment to, or waiver from, a provision of this code by posting such information on our website, at the address specified above. Attendance by Directors at the Annual Meeting of Stockholders Our Board has scheduled a Board meeting in conjunction with the Annual Meeting of Stockholders. Our directors are encouraged to attend the Annual Meeting of Stockholders on March 8, 2017. All of our current directors who were nominated for election at our Annual Meeting of Stockholders held on March 2, 2016 attended the Annual Meeting. Stockholder Communications with the Directors Stockholders may contact our Board and committees thereof by writing to them c/o Investor Relations, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752. In general, any stockholder communication directed to our Board or a committee thereof will be delivered to our Board or the appropriate committee. However, the Company reserves the right not to forward to our Board any abusive, threatening or otherwise inappropriate materials.   In 2015, the Nominating and Corporate Governance Committee led a Board assessment initiative, which included a Board peer review, managed by the general counsel. In 2016, the Nominating and Corporate Governance Committee determined that a facilitated discussion with the full Board would be the most effective form of evaluation. As a part of this discussion, the Board examined several key characteristics which it believed would augment the current skill set of the Board, including experience as a senior executive in a large, complex, global company; extensive operational and transactional experience; deep understanding of the Company’s markets and/or customers; and a product background. In 2017, the Board and each Board committee completed written evaluations. The Chairman and the Lead Director led a discussion of the results of these written evaluations with the full Board, highlighting areas of strength as well as areas of opportunity. All members of the Board agreed that the Board would benefit from the addition of another director with extensive global experience. The Nominating and Corporate Governance Committee will consider stockholder recommendations for candidates for the Board using the criteria described in the preceding paragraphs. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating stockholder’s ownership of the Company’s stock should be sent to the attention of our Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752. If you wish to formally nominate a candidate, you must follow the procedures described in Section 1.4 of our Bylaws. Code of Ethics Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer and principal financial officer, principal accounting officer and controller, and other persons performing similar functions. The Company’s Code of Conduct applies to all directors, officers and employees. The Company requires all of its directors, officers and employees to adhere to this code in addressing legal and ethical issues that they encounter in the course of doing their work. This code requires our directors, officers, and employees to avoid conflicts of interest, comply with all laws and regulations, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. All newly hired employees are required to certify that they have reviewed and understand this code. Our Code of Ethics for Senior Financial Officers is publicly available on our website atinvestors.hologic.com as Appendix A to our Code of Conduct. We intend to satisfy the disclosure requirement under Item 5.05 of Current Report on Form 8-K regarding an amendment to, or waiver from, a provision of this code by posting such information on our website, at the address specified above. Attendance by Directors at the Annual Meeting of Stockholders Our Board has scheduled a Board meeting in conjunction with the Annual Meeting of Stockholders. Our directors are encouraged to attend the Annual Meeting of Stockholders on March 14, 2018. All of our current directors who were nominated for election at our Annual Meeting of Stockholders held on March 8, 2017 attended that Annual Meeting. Stockholder Communications with the Directors In general, any stockholder communication directed to our Board or a committee thereof will be delivered to our Board or the appropriate committee. However, the Company reserves the right not to forward to our Board any abusive, threatening or otherwise inappropriate materials. Stockholders may contact our Board and committees thereof by writing to them in care of Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752. Hologic, Inc. 20172018 Proxy Statement 12 Back to Contents BOARD COMMITTEES In December 2015, the Nominating and Corporate Governance Committee embarked upon a thoughtful and deliberate process of assessing the Board’s standing committee structure and related membership. This review culminated in a recommendation to the Board to disband the Corporate Development Committee, to expand the role of the Audit Committee to assume some of the responsibilities of the Corporate Development Committee, to change the name of the Audit Committee to the Audit and Finance Committee to reflect these additional responsibilities, to rotate committee membership, and to reduce the size of each Committee. These changes were effective following the 2016 Annual Meeting. The standing committees of the Board currently are the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board is composed of a majority of “independent” directors, and all of the committees are composed entirely of “independent” directors, as such term is defined in the listing standards of NASDAQ. The Board has determined that the following directors and director nominees are “independent,” according to the above definition: Christopher J. Coughlin, Sally W. Crawford, Scott T. Garrett, Nancy L. Leaming, Lawrence M. Levy, Christiana Stamoulis, Elaine S. Ullian and Amy M. Wendell. Our former directors, Messrs. Christodoro, LaVance, Merksamer and Wilson were also determined to be independent when serving as members of our Board. Mr. MacMillan is not considered independent because he is an active officer of the Company. In addition, both the Audit and Finance Committee and the Compensation Committee are composed entirely of “independent” directors as such term is defined in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has adopted a charter for each of the three standing committees that addresses the make-up and functioning of such committee. The charters for each of the three standing committees are publicly available on our website atinvestors.hologic.com. The current membership of each committee is listed below.                 Board Committees                         Nominating             Director   Audit and       and Corporate Name   Age   Position   Since   Finance   Compensation   Governance Christopher J. Coughlin   64   Director   2016           Sally W. Crawford   63   Director   2007       Chair     Scott T. Garrett   67   Director   2013         Nancy L. Leaming(1)   69   Director   2003   Chair         Lawrence M. Levy   78   Director   2005           Christiana Stamoulis   46   Director   2011           Elaine S. Ullian   69   Lead Director   2007         Chair Amy M. Wendell   56   Director   2016           Number of Meetings in Fiscal 2016               9   6   4   (1) Not standing for re-election. Meetings of the Board and its Committees The Board met six (6) times during the fiscal year ended September 24, 2016 and each of our directors attended over 90% of the total number of meetings of the Board and all committees of the Board on which he or she served, including meetings of the now-defunct Corporate Development Committee. During fiscal 2016, Back to Contents BOARD COMMITTEES The standing committees of the Board currently are the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board has adopted a charter for each of the three standing committees that addresses the make-up and functioning of such committee. The charters for each of the three standing committees are publicly available on our website atinvestors.hologic.com. The Board is composed of a majority of “independent” directors, and all of the committees are composed entirely of “independent” directors, as such term is defined in the listing standards of NASDAQ. The Board has determined that the following current directors are “independent,” according to the above definition: Sally W. Crawford, Charles J. Dockendorff, Scott T. Garrett, Lawrence M. Levy, Christiana Stamoulis, Elaine S. Ullian, Amy M. Wendell and Namal Nawana. Our former directors, Christopher J. Coughlin and Nancy L. Leaming, were also determined to be independent while serving as members of our Board during fiscal 2017. Mr. MacMillan is not considered independent because he is an active officer of the Company. In addition, both the Audit and Finance Committee and the Compensation Committee are composed entirely of “independent” directors as such term is defined in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The current membership of each committee is listed below.                  Board Committees     Name       Age       Position   Director Since   Audit and Finance     Compensation   Nominating and Corporate Governance Sally W. Crawford   64   Director   2007       ✔   Chair Charles J. Dockendorff   63   Director   2017   Chair       ✔ Scott T. Garrett   68   Director   2013       Chair   ✔ Lawrence M. Levy(1)   79   Director   2005           ✔ Christiana Stamoulis   47   Director   2011   ✔       ✔ Elaine S. Ullian(1)   70   Lead Director   2007       ✔   ✔ Amy M. Wendell   57   Director   2016   ✔       ✔ Number of Meetings in Fiscal 2017           9   5   6 (1) Not standing for re-election. Meetings of the Board and its Committees The Board met ten (10) times during the fiscal year ended September 30, 2017 and each of our directors attended over 80% of the total number of meetings of the Board and all committees of the Board on which he or she served. During fiscal 2017, the independent directors of the Board met in executive session during each of the Board’s regular quarterly meetings and at such other Board and committee meetings as the independent directors elected.   Hologic, Inc. 20172018 Proxy Statement 13 Back to Contents Back to Contents Audit and Finance Committee Members  Mr. Dockendorff (chair) Ms. Stamoulis Ms. Wendell FY2017 Meetings:9 The Audit and Finance Committee is responsible for assisting our Board in the oversight of (i) our financial reporting process, accounting functions, internal audit functions and internal control over financial reporting, and (ii) the qualifications, independence, appointment, retention, compensation and performance of our independent registered public accounting firm. The Audit and Finance Committee also oversees financing and capital allocation strategies, reviews and approves financing transactions to the extent delegated by the Board, reviews the Company’s ability to enter into swaps and other derivatives transactions, and reviews the Company’s tax structure, among other things. The Audit and Finance Committee also reviews and approves related-party transactions (unless such review and approval has been delegated to another committee consisting solely of independent directors). During fiscal 2017, Ms. Crawford as well as our former directors Mr. Coughlin and Ms. Leaming served on the Audit and Finance Committee. None of the current or former members of the Audit and Finance Committee are employees of the Company and our Board has determined that each such member of the Audit and Finance Committee is independent (as independence is defined in the current listing standards of NASDAQ and Section 10A(m)(3) of the Exchange Act). Audit Committee Financial Expert. The Board has determined that Mr. Dockendorff and Ms. Stamoulis each qualify as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. Nominating and Corporate Governance Committee Members Ms. Crawford (chair) Mr. Dockendorff Mr. Garrett Mr. Levy Ms. Stamoulis Ms. Ullian Ms. Wendell FY2017 Meetings:6 The Nominating and Corporate Governance Committee Members Ms. Ullian (Chair) Mr. Garrett Mr. Levy FY2016 Meetings:4 The Nominating and Corporate Governance Committee is responsible for recommending to the Board potential candidates for director and considering various corporate governance issues, including evaluating the performance of the Board and its committees, developing and periodically reviewing our Corporate Governance Guidelines, reviewing and recommending to the Board any changes to the committee charters, recommending the composition and chair of our Board committees, monitoring compliance with our stock ownership guidelines, evaluating the performance of our CEO annually and leading the succession planning and process for our CEO. The Nominating and Corporate Governance Committee also considers suggestions regarding possible candidates for director as described under “Director Nomination Process and Board Assessment” on page [●]. Prior to the changes in Committee assignments, Messrs. Christodoro and LaVance, both of whom left our Board in March 2016, also served as members. is responsible for recommending to the Board potential candidates for director and considering various corporate governance issues, including evaluating the performance of the Board and its committees, developing and periodically reviewing our Corporate Governance Guidelines, reviewing and recommending to the Board any changes to the committee charters, recommending the composition and chair of our Board committees, monitoring compliance with our stock ownership guidelines, evaluating the performance of our CEO annually and leading the succession planning and process for our CEO. The Nominating and Corporate Governance Committee also considers suggestions regarding possible candidates for director as described under “Director Nomination Process and Board Assessment” on pages 11 and 12. During fiscal 2017, the members of the Nominating and Corporate Governance Committee were Ms. Ullian and Messrs. Garrett and Levy.   Audit and FinanceHologic, Inc. 2018 Proxy Statement 14 Back to Contents Compensation Committee Members Mr. Garrett (chair) Ms. Crawford Ms. Ullian   Members Mr. Coughlin (Chair) Ms. Leaming Ms. Stamoulis Ms. Wendell FY2016 Meetings:9 The Audit and Finance Committee is responsible for assisting our Board in the oversight of (i) our financial reporting process, accounting functions, internal audit functions and internal control over financial reporting, and (ii) the qualifications, independence, appointment, retention, compensation and performance of our independent registered public accounting firm. The Audit and Finance Committee is also responsible for a number of the functions of the former Corporate Development Committee, including oversight of financing and capital allocation strategies, review and approval of financing transactions to the extent delegated by the Board, review of the Company’s ability to enter into swaps and other derivatives transactions, and review of the Company’s tax structure, among other things. The Audit and Finance Committee also reviews and approves related-party transactions (unless such review and approval has been delegated to another committee consisting solely of independent directors). Prior to the changes in Committee assignments, Mr. Wilson, who left our Board in March 2016, and Ms. Crawford also served as members. None of the current or former members of the Audit and Finance Committee are employees of the Company and our Board has determined that each such member of the Audit and Finance Committee is independent (as independence is defined in the current listing standards of NASDAQ and Section 10A(m)(3) of the Exchange Act). Audit Committee Financial Expert. The Board has determined that each of Mses. Leaming and Stamoulis and Mr. Coughlin qualify as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. FY2017 Meetings:5 The primary functions of the Compensation Committee include: (i) reviewing and approving the compensation for each of our executive officers and such other of our senior officers as the Compensation Committee deems appropriate; (ii) evaluating the performance, as it relates to their compensation, of the executive officers, other than the CEO (whose performance is evaluated by the Nominating and Corporate Governance Committee and the Board of Directors), and such other senior officers as the Compensation Committee deems appropriate; (iii) overseeing the administration and the approval of grants and terms of equity awards under our equity-based compensation plans; (iv) reviewing and approving other compensation plans as the Compensation Committee deems appropriate; (v) general oversight of risks associated with our compensation policies and practices; and (vi) approving and/or recommending for review and approval by the Board compensation for members of the Board, and each committee thereof. The Board and Compensation Committee may delegate limited authority to executive officers or other directors of the Company to grant equity awards to non-executive officers. Currently, our Senior Vice President, Human Resources, has been delegated such authority, subject to the terms, conditions and limitations previously approved by the Compensation Committee and the Board, with each of the President and Chief Executive Officer and the Chief Financial Officer authorized to serve as an alternate to the Senior Vice President, Human Resources.   Hologic, Inc. 2017 Proxy Statement    14 Back to Contents Compensation Committee Members Ms. Crawford (Chair) Mr. Garrett Ms. Ullian FY2016 Meetings:6 The primary functions of the Compensation Committee include: (i) reviewing and approving the compensation for each of our executive officers and such other of our senior officers as the Compensation Committee deems appropriate; (ii) evaluating the performance, as it relates to their compensation, of the executive officers, other than the CEO (whose performance is evaluated by the Nominating and Corporate Governance Committee and the Board of Directors), and such other senior officers as the Compensation Committee deems appropriate; (iii) overseeing the administration and the approval of grants and terms of equity awards under our equity-based compensation plans; (iv) reviewing and approving other compensation plans as the Compensation Committee deems appropriate; (v) general oversight of risks associated with our compensation policies and practices; and (vi) approving and/or recommending for review and approval by the Board compensation for members of the Board, and each committee thereof. The Board and Compensation Committee may delegate limited authority to executive officers or other directors of the Company to grant equity awards to non-executive officers. Currently, our Senior Vice President, Human Resources, has been delegated such authority, subject to the terms, conditions and limitations previously approved by the Compensation Committee and the Board, with each of the President and Chief Executive Officer and the Chief Financial Officer authorized to serve as an alternate to the Senior Vice President, Human Resources. Prior to the changes in Committee assignments, Messrs. LaVance, Merksamer and Wilson, all of whom left our Board in March 2016, and Ms. Leaming also served as members. Compensation Committee Interlocks and Insider Participation   No current or former member of the Compensation Committee listed above is or has ever been an executive officer or employee of the Company (or any of its subsidiaries) and no “compensation committee interlocks” existed during fiscal 2016.2017.   For further information about our processes and procedures for the consideration and determination of executive and director compensation, including the Compensation Committee’s retention of an independent compensation consultant, please see “Compensation Discussion and Analysis” beginning on page [●].21.   Hologic, Inc. 2017 Proxy Statement    15 Back to Contents Proposal No. 1Hologic, Inc. 2018 Proxy Statement Election of Directors15   Eight Back to Contents Proposal No. 1     Election of Directors Seven directors are to be elected at the Annual Meeting. Our Board of Directors (referred to herein as the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the persons listed below for election as directors. All of the director nominees, other than Ms. Wendell,Mr. Dockendorff and Mr. Nawana, were previously elected by our stockholders. Ms. WendellMr. Dockendorff was recommended initially by a non-management director as well as our CEO.CEO, while Mr. Nawana was recommended initially by non-management directors. After considering herhis qualifications and conducting personal interviews, the Nominating and Corporate Governance Committee unanimously recommended that Ms. WendellMr. Dockendorff be appointed to the Board, and in December 2016,May 2017, the Board of Directors unanimously appointed herhim to the Board. After also considering the qualifications of Mr. Nawana and conducting personal interviews, in January 2018, the Board unanimously appointed him to the Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Board’s nominees named below. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for the nominee, if any, who shall be designated by the present Board to fill the vacancy. Each nominee has consented to serving as a director if elected. The proposed nominees are being nominated in accordance with the provisions of our Bylaws. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders or until a successor has been elected and qualified.   Neither Mr. Levy nor Ms. LeamingUllian is not standing for re-election at the Annual Meeting. Accordingly, the Board, which briefly increased the size of the Board to nine directors, has reduced the size of the Board to eight directors, effective immediately prior to the commencement of the Annual Meeting. Our Board extends its sincere gratitude to Ms. Leamingboth for hertheir many years of dedicated service.   Vote Required   Under our Bylaws, a nominee will be elected to the Board of Directors are currently elected by a plurality ofif 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 accordance with our Bylaws, in an uncontested election of directors any nominee for director who receives a greater number of votes “withheld” than votes “for” in such election must promptly tender his or her resignation to our Board, which will consider whether to accept the resignation. 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 90 days after the certification of the election results, the remaining members of our Board 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. We will then publicly disclose the determination of the Board.   Hologic, Inc. 2017 Proxy Statement    16 Hologic, Inc. 2018 Proxy Statement 16 Back to Contents Back to Contents Recommendation of the Board   Our Board unanimously recommends that you vote “FOR” the nominees listed below. Management proxy holders will vote all duly submitted proxies FOR the nominees listed below unless instructed otherwise.   Set forth below is certain biographical information regarding the nominees as of January 1, 2017,16, 2018, as well as the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director. Stephen P. MacMillan Christopher J. Coughlin Director Since: 20162013 Age: 6454 Mr. CoughlinMacMillan was appointed as President, Chief Executive Officer and a director in December 2013 and was elected to ourChairman of the Board in 2016.June 2015. From October 2012 to 2016,December 2013, Mr. Coughlin served as a senior advisor to McKinsey & Co. Mr. Coughlin served as an advisor to Tyco International from 2010 until September 2012. HeMacMillan was Executive Vice President andthe Chief FinancialExecutive Officer of Tyco InternationalsBioMed, LLC, a biomedical research company. From 2003 to 2012, he served in various roles at Stryker Corporation, including Chief Operating Officer from 2003 to 2005, Chief Executive Officer from 2005 to 2010. During his tenure,2012 and Chairman from 2010 to 2012. Prior to 2003, Mr. MacMillan was a senior executive with Pharmacia Corporation, where he played a central role in the separation of Tyco intooversaw five independent, public companies and provided financial leadership surrounding major transactions, including the $2 billion acquisition of Broadview Security, among many other responsibilities and accomplishments.global businesses. Prior to joining Tyco, he workedPharmacia, Mr. MacMillan spent 11 years with Johnson & Johnson in a variety of senior roles in both the U.S. and Europe, including as the Chief Operating Officer of the Interpublic Group of Companies from June 2003 to December 2004, as Chief Financial Officer from August 2003 to June 2004 and as a director from July 2003 to July 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of Nabisco Holdings and President of Nabisco International.its consumer pharmaceuticals joint venture with Merck. Mr. CoughlinMacMillan began his career with Procter & Gamble in 1985. Mr. MacMillan currently serves on the board of Dun & Bradstreet,directors of Boston Scientific Corporation, where he is a former member of the AuditExecutive Compensation and Human Resources Committee chairsand the Nominating and Governance Committee and is a memberon the Board of the Compensation and Benefits Committee. He also servesTrustees of Davidson College. Mr. MacMillan previously served on the board of Alexion Pharmaceuticals, where hedirectors of Alere, Inc. from 2013 to 2015 and Texas Instruments Incorporated from 2008 to 2012. Mr. MacMillan holds a Bachelor of Arts degree in economics from Davidson College, and is Chairmana graduate of the Audit CommitteeHarvard Business School’s Advanced Management Program. As our Chairman, President and Chief Executive Officer, Mr. MacMillan has direct responsibility for the Company’s strategy and operations. During his tenure at Hologic, Mr. MacMillan has led the company through a memberperiod of the Pharmaceutical Compliancedramatic transformation and Quality Committee,revitalization, continued market share gains and on the board of Allergan plc (formerly Actavis plc), wheresustained revenue growth. Through his leadership, he is Lead Directorhas positioned Hologic to drive sustainable growth. His performance as well as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, Mr. Coughlin previously served on the boards of Covidien plc, Dipexium Pharmaceuticals, Inc., Forest Laboratories, Inc., The Interpublic Group of Companies, Monsanto Company and Perrigo Company. Mr. Coughlin has a B.S. in accounting from Boston College. Mr. Coughlin’s depthCEO, together with his many years of experience in executive leadership roles within complex corporate organizations, his financial backgroundthe healthcare industry, make him an invaluable contributor to the Board and his audit committee service on public company boards contribute critical risk oversight and management insightuniquely qualified to our Board.serve as Chairman. Sally W. Crawford Director Since: 2007 Age: 6364 Ms. Crawford became one of our directors effective upon our merger with Cytyc Corporation (“Cytyc”) in October 2007, having previously served as a director of Cytyc since January 1998. From April 1985 until January 1997, Ms. Crawford served as Chief Operating Officer of Healthsource, Inc., a publicly held managed care organization headquartered in New Hampshire. During her tenure at Healthsource, Inc., Ms. Crawford held a variety of positions and responsibilities, including leading that company’s Northern Region operations and marketing efforts. Since January 1997, sheMs. Crawford has been a healthcare consultant in New Hampshire. Ms. Crawford serves as a director of Universal American Corporation, where she is Chair of the Compliance Committee and Chair of the Nominating Committee, and Insulet Corporation, where she is Chair of the Compensation Committee and a member of the Compensation and Nominating, Corporate Governance and Governance Committee.Risk Committees. Ms. Crawford previously served as a director of Universal American Corporation, Exact Sciences Corporation, from 1998 to 2015, Chittenden Corporation from 1998 to 2008 and Zalicus Inc. (now EPIRUS Biopharmaceuticals, Inc.) from 2007 to 2014. Ms. Crawford earned a Bachelor’s Degreebachelor’s degree from Smith College and a Master’s Degreemaster’s degree in Communicationscommunications from Boston University. Ms. Crawford’s service in various senior executive positions in the managed care sector and her continuing healthcare consulting practice contribute to her significant management and leadership experience and expertise in operational, regulatory and related disciplines applicable to our business and operations. Hologic, Inc. 2018 Proxy Statement 17 Back to Contents   Charles J. Dockendorff Hologic, Inc. 2017 Proxy Statement    17 Director Since: 2017 Age: 63 Mr. Dockendorff was appointed to our Board in 2017. He was formerly Executive Vice President and Chief Financial Officer of Covidien plc, a global medical device and supplies company. He was CFO at Covidien and its predecessor, Tyco Healthcare, from 1995 to 2015. Mr. Dockendorff joined the Kendall Healthcare Products Company, the foundation of the Tyco Healthcare business, in 1989 as Controller and was named Vice President and Controller in 1994. He was appointed Chief Financial Officer of Tyco Healthcare in 1995. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the Chief Financial Officer, Vice President of Finance and Treasurer of Epsco Inc. and Infrared Industries, Inc. In addition, Mr. Dockendorff worked as an accountant for Arthur Young & Company (now Ernst & Young) and the General Motors Corporation. Mr. Dockendorff is a director of Boston Scientific Corporation, where he is Chair of the Audit Committee and a member of the Finance Committee, Haemonetics Corporation, where he is Chair of the Audit Committee, and Keysight Technologies, Inc., where he is Chair of the Audit and Finance Committee. Mr. Dockendorff holds a bachelor’s degree in accounting from the University of Massachusetts at Amherst and a Master of Science in finance from Bentley College. Mr. Dockendorff brings a strong track record of value creation, financial acumen and depth of experience in operations and strategy to our Board. Back to Contents Scott T. Garrett Director Since: 2013 Age: 6768 Mr. Garrett joined our Board in May 2013. Mr. Garrett is currently a Senior Operating Partner at Water Street Healthcare Partners. He joined Water Street in 2011 after approximately 35 years in the global healthcare industry. Prior to joining Water Street, Mr. Garrett served as Chairman, President and Chief Executive Officer of Beckman Coulter, a leading biomedical company, from 2008 to 2011. Mr. Garrett joined Beckman Coulter in 2002 as President, Clinical Diagnostics Division and was promoted in 2003 to President and Chief Operating Officer. In January 2005, he became Chief Executive Officer, adding the position of Chairman in 2008. Prior to that, Mr. Garrett served as Vice Chairman and Interim Chief Executive Officer of Kendro Laboratory Products from 1999 to 2001. From 1994 to 1998, he served as Chairman, President and Chief Executive Officer of Dade Behring, a leading diagnostics company. He began his career at American Hospital Supply Corporation and continued there after that company was acquired by Baxter International, ultimately serving as Chief Executive of Baxter’s global laboratory business, Baxter Diagnostics. Mr. Garrett received a B.S. in Mechanical Engineering from Valparaiso University and an M.B.A. from Lake Forest Graduate School of Management. Mr. Garrett currently serves on the boards of companies in which Water Street has an ownership interest, including MarketLab Inc. and Orgentec Diagnostics. He also serves as a director of Immucor, Inc. Mr. Garrett received a Bachelor of Science in mechanical engineering from Valparaiso University and an Master of Business Administration from Lake Forest Graduate School of Management. Mr. Garrett’s experience as a Chief Executive Officer and in other senior leadership positions with biomedical and diagnostics companies enables him to bring an operational perspective as well as valuable insights and experience to the Board. Lawrence M. Levy Director Since: 2005 Age: 78 Mr. Levy has been a director since December 2005. Mr. Levy retired from the position of Senior Counsel at Brown Rudnick LLP, an international law firm, in January 2011. He had been Senior Counsel at Brown Rudnick since February 2005, and for more than 30 years before that had been a Partner at the firm, specializing in Corporate and Securities Law. Mr. Levy served as our Secretary from our formation in 1985 until December 2005. Mr. Levy is a director of the Facing History and Ourselves, Inc. and previously served as a director of Scivanta Medical Corporation. Mr. Levy received a B.A. from Yale University and an LLB from Harvard Law School. Mr. Levy is a seasoned corporate attorney with extensive experience in representing public and private companies in the United States and abroad. Mr. Levy chaired Brown Rudnick’s International Practice Group and, in 1997, opened Brown Rudnick’s London office, dividing his time between the firm’s London and Boston offices for more than 13 years. Mr. Levy’s broad legal and cross-border transactional experience enables him to provide valuable insights and perspectives to the Board. Stephen P. MacMillan Director Since: 2013 Age: 53 Mr. MacMillan was appointed as President, Chief Executive Officer and a director in December 2013 and was elected Chairman of the Board in June 2015. From October 2012 to December 2013, Mr. MacMillan was the Chief Executive Officer of sBioMed, LLC, a biomedical research company. From 2003 to 2012, he served in various roles at Stryker Corporation, including Chief Operating Officer from 2003 to 2005, Chief Executive Officer from 2005 to 2012 and Chairman from 2010 to 2012. Prior to 2003, Mr. MacMillan was a senior executive with Pharmacia Corporation, where he oversaw five global businesses. Prior to joining Pharmacia, Mr. MacMillan spent 11 years with Johnson & Johnson in a variety of senior roles in both the U.S. and Europe, including as President of its consumer pharmaceuticals joint venture with Merck. Mr. MacMillan began his career with Procter & Gamble in 1985. Mr. MacMillan currently serves on the board of directors of Boston Scientific Corporation, where he is a member of the Executive Compensation and Human Resources Committee and the Nominating and Governance Committee. Mr. MacMillan previously served on the board of directors of Alere, Inc. from 2013 to 2015 and Texas Instruments Incorporated from 2008 to 2012. Mr. MacMillan holds a Bachelor of Arts degree in economics from Davidson College, and is a graduate of the Harvard Business School’s Advanced Management Program. As our Chairman, President and Chief Executive Officer, Mr. MacMillan has direct responsibility for the Company’s strategy and operations. During his tenure at Hologic, Mr. MacMillan has led the company through a period of dramatic transformation and revitalization, continued market share gains and sustained revenue growth. Through his leadership, he has positioned Hologic to drive sustainable growth. His performance as CEO, together with his many years of experience in the healthcare industry, make him an invaluable contributor to the Board and uniquely qualified to serve as Chairman. Hologic, Inc. 2017 Proxy Statement    18 Back to Contents   Christiana Stamoulis Director Since: 2011 Age: 4647 Ms. Stamoulis has been a director since November 2011. In January 2015, Ms. Stamoulis was appointed Chief Financial Officer and Head of Corporate Development at Unum Therapeutics. Prior to Unum, she was an independent advisor to biopharmaceutical companies from January 2014 to December 2014. Prior to that, Ms. Stamoulis served as Senior Vice President of Corporate Strategy and Business Development at Vertex Pharmaceuticals Incorporated from 2009 until December 2013. Ms. Stamoulis joined Vertex in 2009 with approximately 15 years of experience in the investment banking and management consulting industries where she advised global pharmaceutical and biotechnology companies on strategic and corporate finance decisions. Prior to joining Vertex, she was a Managing Director in the Investment Banking division of Citigroup from 2006 to 2009 where she led the building of the firm’s U.S. Life Sciences investment banking practice. Prior to her role at Citigroup, she was at Goldman, Sachs & Co. where she spent the majority of her investment banking career. Ms. Stamoulis started her career as a strategy consultant at The Boston Consulting Group. Ms. Stamoulis holds a Bachelor of Science degree in Economicseconomics and a Bachelor of Science degree in Architecturearchitecture from the Massachusetts Institute of Technology (MIT). Additionally, she holds a Master of Business Administration from the MIT Sloan School of Management where she focused on Applied Economicsapplied economics and Finance.finance. Ms. Stamoulis’ solid foundation in strategic development, coupled with her extensive experience in executing initiatives for growth in the medical products field and related industries, enable her to provide valuable insights to the Board. Hologic, Inc. 2018 Proxy Statement 18 Back to Contents     Elaine S. Ullian Director Since: 2007 Age: 69 Ms. Ullian has been a director since October 2007 and our Lead Independent Director since June 2015. Ms. Ullian served as President and Chief Executive Officer of Boston Medical Center, the successor of Boston University Medical Center Hospital, from 1996 until her retirement in January 2010. In April 1994, Ms. Ullian was appointed President and Chief Executive Officer of Boston University Medical Center Hospital. From January 1987 to March 1994, Ms. Ullian held the position of President and Chief Executive Officer of Faulkner Corporation/Faulkner Hospital. She holds two academic appointments: Associate Professor at Boston University School of Medicine and lecturer at Harvard University School of Public Health. Ms. Ullian also serves as a director of Vertex Pharmaceuticals Incorporated, where she is Co-Lead Director, Chair of the Corporate Governance and Nominating Committee and a member of the Management Development and Compensation Committee, and Thermo Fisher Scientific Inc., where she is a member of the Compensation Committee. Ms. Ullian previously served as one of our directors from 1996 to 2003 and served as a director of Valeant Pharmaceuticals International, Inc. from 2004 to 2008. As former Chief Executive Officer of three hospitals, including two major academic medical centers, Ms. Ullian brings knowledge and understanding of Hologic’s customer base, as well as their priorities and challenges. All three institutions led by Ms. Ullian over a 25-year period had a strong commitment to accessible health care, and a particular focus on women’s health services. As a person whose career had been dedicated to the provision of clinical care services to patients, she brings an important perspective to the Board. Amy M. Wendell Director Since: 2016 Age: 5657 Ms. Wendell was appointed to our Board in December 2016. Since January 2016, Ms. Wendell has been a Senior Advisor for Perella Weinberg Partner’s Healthcare Investment Banking Practice. Her scope of responsibilities involves providing guidance and advice with respect to mergers and acquisitions and divestures for clients and assisting the firm in connection with firm-level transactions. Since 2015, Ms. Wendell has been a Senior Advisor for McKinsey’s Strategy and Corporate Finance Practice and also serves as a member of McKinsey’s Transactions Advisory Board to help define trends in mergers and acquisitions, as well as help shape McKinsey’s knowledge agenda. From 1986 until January 2015, Ms. Wendell held various roles of increasing responsibility at Covidien plc (including its predecessors, Tyco Healthcare and Kendall Healthcare Products), including engineering, product management and business development. Most recently, from December 2006 until Covidien’s acquisition by Medtronic plc in January 2015, she served as Senior Vice President of Strategy and Business Development, where she led the company’s strategy and portfolio management initiatives and managed all business development, including acquisitions, equity investments, divestitures and licensing/distribution. Ms. Wendell also serves as a director of AxoGen, Inc. and Ekso Bionics, where she is a member of the Compensation Committee and the Nominating and Governance Committee. She is Chairman of the Board of Por Cristo, a non-profit charitable medical service organization involved in health care work for at-risk women and children in Latin America. Ms. Wendell holds a Bachelor of Science degree in Mechanical Engineeringmechanical engineering from Lawrence Technological University and a Master of Science degree in Biomedical Engineeringbiomedical engineering from the University of Illinois. Ms. Wendell brings deep expertise in all areas of mergers and acquisitions, portfolio management, resource allocation and identification of new market opportunities. This expertise, together with her deep knowledge in developed and emerging markets as well as in early stage technologies, make her a valuable contributor to our Board. Namal Nawana Director Since: 2018 Age: 47 Mr. Nawana was appointed to our Board in January 2017. Mr. Nawana was Chief Executive Officer, President and a member of the Board of Directors of Alere, Inc. from October 2014 until October 2017, when Alere was acquired by Abbott Laboratories. Mr. Nawana joined Alere as Chief Operating Officer in December 2012 before being named Interim Chief Executive Officer in July 2014. Before joining Alere, Mr. Nawana spent 15 years at Johnson & Johnson in various leadership roles. Most recently, he served as the Worldwide President of DePuy Synthes Spine, a Johnson & Johnson company, from February 2011 to November 2012. Prior to that, Mr. Nawana served as Area Vice President for Johnson & Johnson Medical in Australia and New Zealand from January 2009 to February 2011, Chairman of the DePuy Asia Pacific Franchise Council, General Manager for DePuy Australia from 2007 to December 2008 and General Manager for DePuy Canada from 2004 to 2007. Mr. Nawana holds an Honors degree in mechanical engineering and a Master of Medical Science from the University of Adelaide, South Australia, and an MBA from Henley Management College. Given his past positions, Mr. Nawana brings to our Board deep global experience in the industry as well as operating expertise. Hologic, Inc. 2018 Proxy Statement 19 Back to Contents   Hologic, Inc. 2017 Proxy Statement    19 Back to Contents EXECUTIVE OFFICERS   Executive officers are chosen by and serve at the discretion of the Board. Set forth below are the names and ages of our executive officers, as of January 1, 2017,2018, along with certain biographical information for all but Stephen P. MacMillan, our Chairman, President and Chief Executive Officer. For Mr. MacMillan’s biographical information, please see page [●].17.   Name Age Title Stephen P. MacMillan 5354 Chairman, President and Chief Executive Officer Eric B. ComptonRobert W. McMahon 5249 Chief OperatingFinancial Officer John M. Griffin 5657 General Counsel Robert W. McMahonAllison P. Bebo 4849 Chief Financial OfficerSenior Vice President, Human Resources Peter J. Valenti,  III 5354 Division President, Breast and Skeletal Health Thomas A. West 53 Division President, Diagnostics   Mr. Compton joined us in April 2014 as Chief Operating Officer. From 1995 to 2014, Mr. Compton worked at Johnson & Johnson in roles of increasing responsibility. Most recently, Mr. Compton served as the Worldwide President, Ortho Clinical Diagnostics for Johnson & Johnson. In this position, he was accountable for over $2 billion in global sales across multiple disciplines and held direct responsibility for a workforce of more than 2,800 individuals. From 2011 to August 2012, Mr. Compton served as General Manager, Ortho Clinical Diagnostics and from 2009 to 2011, he served as Worldwide Vice President, Franchise Strategic Marketing, Diabetes Care. Mr. Compton served in various sales and marketing leadership roles at Johnson & Johnson earlier in his career. Prior to joining Johnson & Johnson, Mr. Compton was a Business Development Manager at Procter & Gamble. He began his career in 1986 at Procter & Gamble as a Sales Representative. Mr. Compton is a member of the Board of AdvaMed DX and holds a Masters of Business Administration from Kennesaw State University and a Bachelor of Arts from the University of Richmond. Mr. Griffin joined us in February 2015 as General Counsel with nearly 30 years of experience across a broad spectrum of legal matters. Mr. Griffin worked at Covidien from 2000 to 2015 where he most recently served as Vice President, Deputy General Counsel. Previously, from 1994 to 2000, Mr. Griffin served as Assistant United States Attorney in Boston, Massachusetts, and prosecuted complex criminal cases. He began his career at Nutter, McClennen & Fish in Boston. Mr. Griffin currently serves on the board of directors for Por Cristo in Boston and New England Legal Foundation. He also serves as Treasurer and on the Board of Directors for Health Care Volunteers International. He has a Juris Doctorate from Harvard Law School and a Bachelor of Arts in Political Science from Columbia University. Mr. McMahonjoined us in May 2014 as Chief Financial Officer with more than 20 years of healthcare finance experience. From 1993 to 2014, Mr. McMahon worked at Johnson & Johnson in executive finance roles of increasing responsibility. Most recently, Mr. McMahon served as the Worldwide Vice President, Finance and Business Development, Ortho Clinical Diagnostics for Johnson & Johnson. From 2006 to 2011, Mr. McMahon served as Vice President, Finance, Consumer Group and from 2004 to 2006 he served as Vice President, Finance, Networking & Computing Services. Earlier in his career at Johnson & Johnson, Mr. McMahon worked in various financial roles at the divisional and corporate headquarters levels. Mr. McMahon began his career in 1991 at Harris Corporation in Florida. Mr. McMahon is a Certified Management Accountant and holds a MastersMaster of Business Administration from the University of Central Florida and a Bachelor of Science in Business Administrationbusiness administration from the University of Florida.   Mr. Griffinjoined us in February 2015 as General Counsel with nearly 30 years of experience across a broad spectrum of legal matters. Mr. Griffin worked at Covidien from 2000 to 2015 where he most recently served as Vice President, Deputy General Counsel. Previously, from 1994 to 2000, Mr. Griffin served as Assistant United States Attorney in Boston, Massachusetts, and prosecuted complex criminal cases. He began his career at Nutter, McClennen & Fish in Boston. Mr. Griffin currently serves on the board of directors for Por Cristo in Boston and New England Legal Foundation. He also serves as Treasurer and on the Board of Directors for Health Care Volunteers International. He has a Juris Doctor degree from Harvard Law School and a Bachelor of Arts in political science from Columbia University. Ms. Bebojoined us in February 2015 as Senior Vice President, Human Resources with 15 years of human resources experience. From 2000 to 2015, Mrs. Bebo held various human resources leadership positions within ANN INC., primarily focused on talent acquisition, associate relations, and talent management. She most recently served as Vice President, Talent Management. From 2007 to 2012, she served as the Vice President, Human Resources for the Ann Taylor and LOFT field organization. She served as Director of Organizational Effectiveness from 2004 to 2007 and as Director of Talent Resources from 2000 to 2004. From 1997 to 2000, she served as the District Manager for the Northeast Region for Ann Taylor and from 1994 to 1997 she served as Store Manager for Ann Taylor in Stamford, CT. She holds a Bachelor of Arts in political science from the University of California, Los Angeles. Mr. Valentijoined us in May 2014 as Division President, Breast and Skeletal Health Solutions with nearlyapproximately 30 years of sales, brand and product management experience, including 2023 years focused on healthcare products. Prior to joining the Company, Mr. Valenti was a Principal at The New England Consulting Group where he served as a consultant to numerous healthcare companies, including Johnson & Johnson, Alcon, Cardinal Health, Align Technology, Inc. and Bausch + Lomb Inc. Mr. Valenti assumed his consulting role following his four-year tenure in the North American and Global President roles of Bausch + Lomb’s Vision Care business from 2009 to 2013. From 2007 to 2009, Mr. Valenti was the General Manager, U.S. Region for Covidien’s Surgical Devices business. From 1995 to 2007, Mr. Valenti was with Johnson & Johnson and held positions of increasing responsibility including Vice President, Global Franchise for the Vistakon business and Executive Director, Women’s Health for Johnson & Johnson’s Personal Products business. Mr. Valenti began his career at Procter & Gamble. He received a MastersMaster of Business Administration from Cornell University and a Bachelor of Science in Business Administrationbusiness administration from the University of Connecticut.   Mr. Westjoined us in October 2014 as Division President, Diagnostics Solutions with more than 20 years of healthcare experience. From 1992 to 2014, Mr. West worked at Johnson & Johnson in various roles of increasing responsibility across the globe. Most recently, he served as the Worldwide Vice President – Strategy and Business Development for Johnson & Johnson’s Diabetes Solutions Companies. Previously, he served as President of LifeScan North America and as President of LifeScan EMEA. Mr. West has a proven track record in formulating and implementing growth strategies in the life sciences and consumer healthcare industries in the U.S., Canada, Europe, the Middle East, Africa and Latin America. He has a bachelor’s degree in Politicspolitics and Economicseconomics from Princeton University and a MastersMaster of Business Administration in Marketingmarketing and Strategic Managementstrategic management from the University of Pennsylvania, Wharton School.   Hologic, Inc. 2017 Proxy Statement    20 Hologic, Inc. 2018 Proxy Statement 20 Back to Contents Back to Contents 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 20162017 (September 27, 201525, 2016 – September 24, 2016)30, 2017) compensation.   Our Named Executive Officers (NEOs) for Fiscal 20162017 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”) John M. Griffin General Counsel Peter J. Valenti, III Division President, Breast and Skeletal Health (1)   Mr. Compton served as COO until December 31, 2017 (the end of the first quarter of fiscal 2018).   Executive Summary   2016 2017 Business Strategy & Highlights   Fiscal 20162017 was another stronga very productive year for Hologic, asa year in which we continued our evolution tomade excellent progress toward building a sustainable growth company. The Company’s Genius 3D MAMMOGRAPHY™ technology continuedIn the short term, we strengthened our product leadership positions, enabling us to leaddeliver solid revenue and earnings growth in line with our external guidance. At the waysame 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 breastimportant 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 include the effects of divesting blood screening and diagnosis, while our Diagnostics and GYN Surgical businesses also grewacquiring Cynosure. Excluding these effects, adjusted revenue increased 5% on a consistentconstant 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 effectivenessEPS 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 management team, allyear, we redeemed the remaining balance of whom joinedour 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 Company during fiscal 2014year with less debt and 2015, wasfewer diluted shares outstanding than a key factor in driving performance throughout the Company, with improved execution generating broad and deep growth.year ago.   • We delivered solid top- and bottom-line growth, primarily driven by our U.S. operations, as our GAAP revenue grew 4.7% in fiscal 2016 (even stronger growth on a constant currency basis) and GAAP earnings per share (“EPS”) increased 158% from $0.45 in fiscal 2015 to $1.16 in fiscal 2016. • Strong cash flows enabled us to continue to improve our capital structure. During fiscal 2016, we repurchased $274 million in principal of our most dilutive convertible notes, further decreasing our total debt outstanding, and also repurchased 7.3 million shares of our common stock for $250 million. We ended the year with a markedly improved leverage ratio and fewer diluted shares outstanding. •Hologic, Inc. 2018 Proxy Statement The combination of strong profit growth and lower debt has enabled us to significantly improve our return on invested capital (“ROIC”).121   The Back to Contents Two of the three financial performance metrics we utilize in our compensation plans, adjusted revenue2revenue(1) and adjusted EPS(2), adjusted EPS3and ROIC, all improved significantly from fiscal 20152016 to fiscal 2016.2017. Return on invested capital (“ROIC”)(3) declined slightly, from 12.7% to 12.6%.   1 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 ●. 2 Adjusted revenue for fiscal 2016 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 2016 budget set in the fourth quarter of fiscal 2015. 3 Adjusted EPS means our consolidated net income 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 the write-up of property, plant and equipment to fair value resulting in additional depreciation expense; (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; (vii) other-than-temporary impairment losses on equity investments; (viii) gain from the sale of a marketable equity security, (ix) unrealized gains and losses from recording forward foreign currency contracts to fair value, (x) 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; and (xi) income taxes related to any of the foregoing adjustments. Hologic, Inc. 2017 Proxy Statement    21 Back to Contents Our Journey to Sustainable Growth Financial results for one year are a snapshot of short-term performance. Our focus is long-term.on the long term. Since Mr. MacMillan joined the Company in December 2013, the Company has invested significantly in its people, infrastructure and its products. The power of focused, motivated people is evident, and has driven strong growth in annual revenue and profits, among other things.   GAAP EPS GAAP Revenue GAAP Operating Margin (in millions)       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 2013:2013 Before the current management team was in place, our sales and 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 research and development (“R&D”).&D.   September 2016:2017 Under the stewardship of our new and engaged management team, with significant contributions by our salescommercial teams, our sales have not only stopped declining, but have returned to consistentgrowth. In fiscal 2017, organic growth with(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 recording double-digit growth in fiscal 2016. In addition, sales of two of our maturing products, ThinPrep®and NovaSure®, which were declining sharply in 2013, returned to solid growth in 2016. As ThinPrep®and NovaSure®stabilized, we also maximized growth drivers such as our Genius 3D MAMMOGRAPHY™ systems and the Panther®platform in molecular diagnostics. This stabilization and growth underscores the power of our people and the strong performance of our products.business.   In addition to revenue growth, the Company’s disciplined approach to strengthening the balance sheet also has also paid off. From fiscal 2013 to fiscal 20162017 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 also increased our GAAP R&D spending 17.5%by 17.8% since 2013. This investment is beginning to yield benefits, as well, with severalevidenced by the multiple new product launches in 2016 and significantly more planned through 2020.2017.   These improvements have helped drive our share price. Our share price has increased by 83.9%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 2016.2017. 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 33. Hologic, Inc. 2018 Proxy Statement 22 Back to Contents “ 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. ”   A Strong Future 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 amendedCompany’s Board of Directors considered the potential for disruption to Hologic and restated Employment Agreementits 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, withfiscal 2018. He formally declined the other more substantial offer, reaffirmed his commitment to Hologic, and remains as Hologic’s Chairman, President and Chief Executive Officer. 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 an effective option to renew for an additional five-year term. This new agreement is guided by principles of pay for performance, stockholder alignment and sound compensation governance. Features include, but are not limited to: • Tying future increases in his base salaryprice premium due to the average employee merit pool percentage increase approvedhigher exercise price. See “Say-on-Pay and Stockholder Feedback” below for base salaries of U.S. salaried employees; • Tying future annual equityinformation 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 stockreceived 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). At the end of fiscal 2016, the Company further amended Mr. MacMillan’s employment agreement to delete an annual housing allowance and 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, as applicable. 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 ●.investment analysts.   Hologic, Inc. 2017 Proxy Statement    22 Hologic, Inc. 2018 Proxy Statement 23 Back to Contents Back to Contents “Say-On-Pay” and Stockholder Feedback Each year, we take into account the result of the say-on-pay vote cast by our stockholders. As our 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 to 80%95% at our 20162017 Annual Meeting of Stockholders. We are making tremendousgood progress in our compensation design and view the increasingly positive support from stockholders as a continuing endorsement of our compensation program’s evolving design and direction. We expect to continue to do better, as ourOur Compensation Committee regularly evaluates our executive compensation structure and assesses its effectiveness to ensure athe design that is incenting performance that is in the best interests of the Company as well as our stockholders.   While say-on-pay is a key indicator of stockholder feedback, we also are committed to 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 20162017 Annual Meeting, we have actively engaged with a number of our largest institutional 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 tremendousstrong support for our senior management team.team, particularly Mr. MacMillan. See below for additional information regarding our discussions with investors regarding performance metrics.   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 the subject with stockholders and investment analysts as part of its normal investor relations activities. Feedback from stockholders and 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. Performance Metrics and Use of Non-GAAP Measures The Committee spent considerable time during 20162017 reviewing incentive plan performance metrics and goal setting.setting, as it does every year. We also discussed incentive plan performance metrics with our investors in the fall of 2016.2017. We discussed our current use of ROIC as a performance metric as well as potentially adding another performance metric, such asthe recent addition of relative total shareholder return (TSR)(“TSR”). Investors were generally supportive of the addition of relative TSR as a performance-based metric for long-term incentive awards for fiscal 2017 and were strongly in favor of continuing to use ROIC as a performance-based metric for our long-term incentive awards. WeSeveral 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 24 Back to Contents Non-GAAP.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 theirits 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 organic growth, that is, revenue growth excluding the impact of changes in foreign exchange rates and acquisitions and other transactions, as noted above, is an important measure of management’s achievements in operating the Company’s core businesses during the year. Accordingly, the Committee utilizes adjusted revenue as a performance measure in the STIP. For fiscal 2016,2017, adjusted revenue was calculated on a constant currency basis, using the fiscal 20162017 budgeted foreign currency exchange rates, and excludes (i) revenue associated with no other adjustments, given the lackCompany’s March 2017 acquisition of acquisitions or dispositions duringCynosure, (ii) incremental revenue from the year.Company’s April 2017 acquisition of MMS Medicor Medical Supplies GmbH, which was one of the 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 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 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 in footnote (3) on page ●.Annex 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 on page ●,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 believes it is having the intended effect.   Hologic, Inc. 2017 Proxy Statement    23 Back to Contents Goal-setting.Goal-setting. In setting the adjusted revenue and adjusted EPS goals for our 20162017 STIP, the Committee considered the Company’s historical performance as well as planned growth. For the 20162017 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 11%10% growth over prior year adjusted EPS, while adjusted EPS at maximum represents approximately 22%21% growth over prior year adjusted EPS. If there is no growth in adjusted revenue or adjusted EPS as compared to the prior year actual results, there is no payout under the applicable target.   In setting ROIC goals for performance share units (“PSUs)ROIC PSUs”), the Committee considered past performance as well as future opportunities for efficiencies. The ROIC target goal of 12%14% for PSUs granted as fiscal 20162017 long-term incentive awards represents a 100200 basis point increase from the ROIC target goal for ROIC PSUs granted as 20152016 long-term incentive awards. In addition, the performance scale was widened for 20162017 ROIC PSU grants to createhas a non-linear performance scale above target which only accelerates once ROIC of 13%15% is achieved. If we fail to achieve the minimum three-year average ROIC goal of 11%12% for the fiscal 2016-20182017-2019 performance period, none of the ROIC PSUs granted as fiscal 20162017 long-term incentive awards will vest and all will be forfeited.   ChangesIn implementing and setting the new relative TSR goals for fiscal 2017. The Committee agreed to continue to use ROIC as a performance measure in our long-term incentive plan and discussed adding another measure. After consideration,PSUs (“TSR PSUs”), the Committee determined to include relativeconsidered market practice as well as the Company’s focus on driving shareholder value. The TSR PSUs granted as a performance measure for fiscal 2017 long-term incentive grants.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 Committee believes that relativeCompany considered utilizing the 75th percentile of TSR will provide aas the threshold for the maximum 200% payout, as many companies do, but determined to use the more balanced approach with one consistent absolute metric (ROIC) and one relative metric (TSR) and further align our compensation incentives withchallenging 95th percentile as the interests of stockholders.threshold for maximum payout.   Hologic, Inc. 2018 Proxy Statement 25 Finally, at the end of fiscal 2016, the Committee recommended and the Board, other than Mr. MacMillan, approved amending Mr. MacMillan’s Employment Agreement Back to include adjusted net income as another measure used in determining the value of his annual grants. Accordingly, the value of Mr. MacMillan’s annual long-term incentive grants will be increased or decreased from the prior year’s grant value based on the increase or decrease in adjusted net income and adjusted EPS. If either or both of adjusted net income or adjusted EPS declines from the prior year, then Mr. MacMillan’s grant value declines based on the larger decline. If both adjusted EPS and adjusted net income increase, then the grant value increases based on the lower of the two increases. Mr. MacMillan initially raised the use of net income as a tempering factor given the Company’s continued excellent EPS improvement. The Committee and Board, excluding Mr. MacMillan, determined that the addition of net income in this manner was a thoughtful and creative design in the best interests of the Company and its stockholders.Contents    Fiscal 20162017 Compensation Actions   The Committee continued to strengthen the foundation of the executive compensation program, taking the following actions for fiscal 2016:2017:   • Did not increase annual base salary for our CEO in accordance with the terms of his Employment Agreement. • Increased annual base salary for other NEOs based on personal and Company performance. • Increased annual base salary mid-year and awarded a supplemental equity grant mid-year, for our CFO and COO, based on assumption of increased responsibilities. • Implemented a Deferred Equity Plan, which allows certain officers, including our 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: – For 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 fiscal 2016 PSU grants, eliminated annual ROIC hurdles while retaining the more challenging three-year average ROIC minimum threshold for the performance period. • 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 2015. • Continued the focus on pay for performance, basing the overall funding of the 2016 short-term incentive plan (“STIP”) on the Company’s achievement of pre-determined adjusted revenue and adjusted EPS goals and setting challenging ROIC goals for PSU awards. • Set the overall funding level of the 2016 STIP at 125% of target funding, based upon the Company’s performance against the established revenue and adjusted EPS performance targets. • Approved grants of stock options, RSUs, PSUs and Deferred Compensation Program (“DCP”) contributions in alignment with our compensation philosophy and program. • Added a retirement provision to equity awards granted to U.S. employees, applicable to grants made November 15, 2015 forward, which provides for continued vesting of RSUs and stock options and pro-rata continued vesting of PSUs when a person retires, if that person is either (a) 65 year of age or (b) 55 years of age and has 10 years of continuous service with the Company. Details of these actions are provided in the applicable sections of the CD&A. Hologic, Inc. 2017 Proxy Statement    24 Back to Contents Looking Ahead to Fiscal 2017 During fiscal 2016, the Committee made additional decisions relating to executive pay for fiscal 2017, including: •● 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. •● Amended CEO’s Employment Agreement to remove the annual housing allowance. ● Increased annual base salary for NEOs based on personal and Company performance in fiscal 2016. •● BasedContinued the focus on pay for performance, basing the overall funding of the 2017 STIPshort-term incentive plan (“STIP”) on the Company’s achievement of pre-determined adjusted revenue and adjusted EPS goals as inand setting challenging ROIC goals for PSU awards. ● Set the overall funding level of the 2017 STIP at 100% of target funding, based upon the Company’s performance against the established adjusted revenue and adjusted EPS performance targets. ● Exercised negative discretion with regard to fiscal 2016.2017 STIP payout for certain NEOs based on fiscal 2017 performance. • 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. •● 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.   Details of these actions are provided in the applicable sections of this CD&A. Looking Ahead to Fiscal 2018 The Committee has made several decisions relating to executive pay for fiscal 2018, including: ● No increase in base salaries for NEOs, other than for Mr. Valenti. ● Decrease in fiscal 2018 LTIP grant values for certain NEOs based on fiscal 2017 performance. ● Based funding of the 2018 STIP on the achievement of pre-determined adjusted revenue and adjusted EPS goals, as in fiscal 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, 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). ● 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 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 ✔ No option repricing without stockholder consent ✔ 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 26 Back to Contents 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 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-andshort- 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 Purpose Base Salary Cash (fixed) Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities Short-Term Incentive Plan (“STIP”) Cash (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) 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. 2017 Proxy Statement    25 Back to Contents The charts below, which show the TDC of our CEO and our other NEOs for fiscal 2016,2017, illustrate that a majority of NEO TDC is performance based (90.2%(90.7% for our CEO and an average of 80.5%80.3% for our other NEOs). These charts exclude the value of other benefits and perquisites.   20162017 ANNUAL TARGET CEO PAY 20162017 ANNUAL TARGET AVERAGE NEO PAY         *Numbers in millions Hologic, Inc. 2018 Proxy Statement 27 Back to Contents   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 throughinvestors.hologic.com.investors.hologic.com.   The Role of the Committee   The Committee 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 2016,2017, 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 2016.2017. Pearl Meyer did not perform any services for us other than as directed by the Committee.   During fiscal 2016,2017, 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 2016,2017, as described in “Risk Oversight” on page ●.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.   Hologic, Inc. 2017 Proxy Statement    26 Back to Contents 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.   For setting target compensation levels for NEOs in fiscal 2016,2017, the Company examined the practices of the following 12 companies (as well as other relevant data):   2016 Primary Peer Group Composition Alere, Inc. Intuitive Surgical, Inc.2017 Primary Peer Group Composition Boston Scientific Corporation PerkinElmer, Inc. C.R. Bard, Inc. ResMed, Inc. DENTSPLY Sirona, Inc. St. Jude Medical, Inc. Edwards Lifesciences Corp. Varian Medical Systems, Inc. IDEXX Laboratories, Inc. Waters Corporation Illimuna, Inc. Zimmer Biomet Holdings, Inc. Intuitive Surgical, Inc.   PEER GROUP DATA* Revenue ($M) Enterprise Value ($M) 50thPercentile $2,911 $11,557  Hologic $2,681 $12,807   Hologic Rank 45th 55th PEER GROUP DATA*       Revenue ($M)       Enterprise Value ($M)   50thPercentile     $2,640       $9,075   Hologic     $2,549       $11,912   Hologic Rank     49th       62nd   * Data as available March 2015. * Data as available January 2016.   With the exception of Mr. MacMillan, the fiscal 20162017 target annual TDC opportunities, comprised of base salary, target annual STIP, annual long-term incentive awards and deferred compensation contributions, were determined to be, on average, competitive with the market median. The Committee recognizes that Mr. MacMillan is a seasoned, accomplished CEO whose market for prospective employment opportunities likely includeincludes larger organizations.organizations, as evidenced by the substantial offer he received from one such company in October 2017. As such, Mr. MacMillan’s fiscal 20162017 target annual TDC opportunity is well abovepositioned in the medianupper quartile of the Primary Peer Group.Group, which the Compensation Committee believes is warranted given his value to the Company.   Changes to the Primary Peer Group   Pearl Meyer reviews our Primary Peer Group annually for appropriateness based on a variety of factors including: similarities in revenue levels and size of market capitalization and enterprise value, similarities to the industries in which we operate, the overlapping labor market for top management talent, our status as a publicly traded, U.S.-based, non-subsidiary company, and various other characteristics. The Company uses enterprise value in addition to market capitalization for comparative purposes because of its capital structure.   20152016 to 20162017   As a result of this review in 2015,2016, the Committee changed the Primary Peer Group used for purposes of fiscal 2016 compensation from that utilized for purposes of fiscal 2015 compensation by making the following changes: Changes Companies Rationale Removals • Bio-Rad Laboratories, Inc. • Bio-Rad and Bruker were too small in terms of market capitalization and enterprise value • Bruker Corporation • CareFusion Corporation • CareFusion and Hospira were both pending acquisition at the time of the analysis • Hospira, Inc. Additions • Boston Scientific Corporation • Both are reasonable in terms of size and industry, and helped the peer group, in aggregate, more closely approximate our size • St. Jude Medical, Inc. 2016 to 2017 Following the 2016 review by Pearl Meyer of our Primary Peer Group, the Committee changed the Primary Peer Group utilized for purposes of fiscal 2017 compensation from that utilized for purposes of fiscal 2016 compensation by making the following changes:   ChangesHologic, Inc. 2018 Proxy Statement Companies28 Back to Contents Changes Companies Rationale Removals • ●Alere, Inc. • ●Alere was pending acquisition at the time of the analysis Additions • ●Illumina, Inc. ●  Zimmer Biomet Holdings, Inc. • ●Both are reasonable in terms of size and industry, and helped the peer group, in aggregate, more closely approximate our size 2017 to 2018 Following the 2017 review by Pearl Meyer of our Primary Peer Group, the Committee changed the Primary Peer Group utilized for purposes of fiscal 2018 compensation from that utilized for purposes of fiscal 2017 compensation by making the following changes: Changes Companies Rationale Removals • ●  St. Jude Medical, Inc. Zimmer Biomet Holdings, Inc. ●  St. Jude was acquired Additions ●  Agilent Technologies, Inc. ●  Reasonable in terms of size and industry, and help the peer group, in aggregate, more closely approximate our size   Supplemental Practices Peer Group   Pearl Meyer also developed a Supplemental Practices Peer Group of larger companies to serve as a reference point in understanding design characteristics of compensation programs at larger companies. The group was not used to set compensation levels for the NEOs. The group consists of both direct product competitors and recent sources of executive talent. Below is the Supplemental Practices Peer Group which the Company referenced while assessing compensation design for fiscal 20162017 compensation.   Supplemental Practices Peer Group Composition Supplemental Practices Peer Group Composition Abbott Laboratories Stryker CorporationMedtronic plc Becton, Dickinson and Company Stryker Corporation Johnson & Johnson TSR Peer Group The Company uses a custom TSR Peer Group comprised of select companies from the Company investor relations performance benchmarking group and the executive compensation Peer Groups discussed above. The TSR Peer Group is approved by the Compensation Committee each year at the time the TSR PSU awards are granted. Companies which are acquired or otherwise delisted during the performance period are excluded from the final calculation. For the fiscal 2017 TSR PSU awards, the following companies were set as the TSR Peer Group: 2017 TSR Peer Group Composition Abbott Laboratories Mettler-Toledo International Inc. Agilent Technologies, Inc. Myriad Genetics, Inc. Baxter International Inc. NuVasive, Inc. Becton, Dickinson and Company PerkinElmer Inc. Boston Scientific Corporation Qiagen NV Bruker Corporation Quest Diagnostics Inc. CR Bard Inc.* ResMed Inc. DENTSPLY SIRONA Inc. Stryker Corporation DexCom, Inc. The Cooper Companies Inc. Edwards Lifesciences Corp. Thermo Fisher Scientific Inc. IDEXX Laboratories, Inc. Varian Medical Systems, Inc. Illumina Inc. VWR Corporation* Integra LifeSciences Holdings Corp Waters Corporation Intuitive Surgical, Inc. Zimmer Biomet Holdings, Inc. Johnson & JohnsonLaboratory Corp. of America Holdings * Removed from TSR peer group due to acquisition   Hologic, Inc. 2017 Proxy Statement    27 Back to Contents The Fiscal 20162017 Executive Compensation Program in Detail   Base Salary   Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. It is the minimum payment for a satisfactory level of individual performance as long as the executive remains employed with us. Base salary is set at the Committee’s discretion after taking into account the competitive landscape including the compensation practices of the companies in our selected peer groups (and where appropriate, survey data from a broader index of comparable Hologic, Inc. 2018 Proxy Statement 29 Back to Contents public companies), our business strategy, our short- and long-term performance goals and certain individual factors, such as position, salary history, individual performance and contribution, length of service with the Company and placement within the general base salary range offered to our NEOs. Mr. MacMillan’s base salary is set and adjusts in accordance with the term of his Employment Agreement. See page ●pages 36 and 37 for details regarding his Employment Agreement.   The base salaries for our NEOs for fiscal 20162017 were as follows:       Base Salaries of NEOs(1)   Percentage NEO   FY2016 Salary     FY2015 Salary     Increase Stephen P. MacMillan   $ 1,000,000     $ 1,000,000     N/A Robert W. McMahon   $ 500,000 (2)   $ 450,000     11.1% Eric B. Compton   $ 485,000 (3)   $ 450,000     7.8% John M. Griffin   $ 450,000     $ 435,000 (4)   3.4% Peter J. Valenti, III   $ 457,500     $ 440,000     4.0%     Base Salaries of NEOs(1)   Percentage   NEO   FY2017 Salary(2)   FY2016 Salary     Increase   Stephen P. MacMillan   $ 1,030,000     $ 1,000,000       3.0 % Robert W. McMahon   $ 540,000     $ 515,000 (3)     4.9 % Eric B. Compton   $ 545,000     $ 520,000 (4)     4.8 % John M. Griffin   $ 470,000     $ 450,000       4.4 % Peter J. Valenti, III   $ 480,000     $ 457,500       4.9 % (1) Reflects base salaries set at the beginning of the fiscal year indicated.indicated, except as noted below for Mr. McMahon and Mr. Compton. (2) The fiscal 2017 base salaries above, which were approved by the Compensation Committee, differ slightly from the fiscal 2017 base salaries reported in the Summary Compensation Table due to an extra payroll week in fiscal 2017. (3) In March 2016, the Committee increased Mr. McMahon’s base salary by $15,000from $500,000 to $515,000 in connection with his expanded role and assumption of significant additional responsibilities. (3)(4) In March 2016, the Committee increased Mr. Compton’s base salary by $35,000from $485,000 to $520,000 in connection with his expanded role and assumption of significant additional responsibilities. (4) Fiscal 2015 base salary for Mr. Griffin is annualized, as Mr. Griffin joined the Company in February 2015.   The Committee increased annualIn addition to the considerations noted above, increases in base salariessalary for fiscal 2017 for Messrs. McMahon, Compton, Griffin and McMahon based primarily on market adjustments, potential salary compression issues andValenti were driven in part by the ongoing contributions andCompany’s strong financial performance of each. Messrs. Compton and McMahon received mid-year increases in their annualfiscal 2016. For fiscal 2018, no NEOS, other than Mr. Valenti, will receive any increase in base salaries due to increased responsibilities in connection with, respectively, the realignment of the international business under Mr. Compton and Mr. McMahon’s increased role in global operations and regulatory and quality assurance.salary.   Short-Term Incentive Plan (the “STIP”)   How the STIP Works   The STIP provided our NEOs the opportunity to earn a performance-based cash bonus based on the achievement of a combination of financial and non-financial corporate, divisional, and/or individual goals. Targeted payout levels are expressed as a percentage of base salary and established for each participant. An individual’s bonus components are determined by such individual’s title and/or role. Bonus payouts could range from 0% to 200% of targeted payout levels (e.g., the maximum bonus payout for an individual with a targeted payout level of 50% of annual base salary would be 100% of annual base salary).   The goals under the 20162017 STIP were primarily focused on the achievement of adjusted revenue (calculated on a constant currency basis using the fiscal 20162017 budget foreign exchange rates) and adjusted EPS performance objectives (for definition of adjusted EPS, see the footnotes on page ●)Annex A). The 20162017 STIP also provides for the assessment of performance based upon the achievement of individual performance objectives, which for some NEOs included divisional performance objectives, all of which are approved by the Committee.   The overall funding level of the 20162017 STIP was determined based upon the Company’s performance against the established targets. Funding of the STIP is contingent upon achieving the threshold level for at least one of the two corporate performance objectives. If neither corporate performance objective threshold is met, there is no payout under the STIP. Individual bonus awards for NEOs were calculated based upon the overall funding level, as well as the targeted payout levels and individual performance objectives for each NEO.   Hologic, Inc. 2017 Proxy Statement    28 Back to Contents Individual Bonus Opportunity Ranges       Bonus Opportunity Range(1) NEO   Threshold   Target   Maximum Stephen P. MacMillan   0%   150%   300% Robert W. McMahon   0%   75%   150% Eric B. Compton   0%   75%   150% John M. Griffin   0%   75%   150% Peter J. Valenti, III   0%   75%   150%   Bonus Opportunity Range(1) NEO Threshold Target Maximum Stephen P. MacMillan 50% 150% 300% Robert W. McMahon 50% 75% 150% Eric B. Compton 50% 75% 150% John M. Griffin 50% 75% 150% Peter J. Valenti, III 50% 75% 150% (1) Expressed as a percentage of base salary. Hologic, Inc. 2018 Proxy Statement 30   2016 Back to Contents 2017 Performance Objectives and Results   The Committee believed the financial performance components of the 20162017 STIP were achievable, but appropriately challenging, based on market climate and internal budgeting and forecasting. The following table outlines the threshold, target and maximum financial performance objectives for the 20162017 STIP, as well as the results achieved:                 Actual Achieved Performance Measures   Threshold   Target (100%)   Maximum   under 2016 STIP Threshold Target (100%) Maximum Actual Achieved under 2017 STIP Adjusted Revenue (60% weighting)   $2.705 billion   $2.840 billion   $2.992 billion   $2.845 billion $2.833 billion $2.985 billion $3.137 billion $2.945 billion Adjusted EPS (40% weighting)   $1.67   $1.85   $2.04   $1.96 $1.96 $2.16 $2.38 $2.20   RevenueAdjusted revenue at target represents approximately 5% growth over prior year actual revenue, while revenue at maximum represents approximately 11% growth over prior year actual revenue. Adjusted EPS at target represents approximately 11%10% growth over prior year adjusted EPS, while adjusted EPS at maximum represents approximately 22%21% growth over prior year adjusted EPS. If there is no growth in adjusted revenue or adjusted EPS over the prior year, there is no payout under the applicable target.   Based upon the Company’s performance against the established performance targets, with adjusted revenue weighted 60% and adjusted EPS weighted 40%, the Committee set the overall funding level of the 20162017 STIP at 125%100% of target funding. (Adjusted revenue performance was 87% of target and adjusted EPS performance was 118% of target). Individual bonus awards for NEOs were then calculated based uponon this overall funding level as well as the targeted payout levels and individual performance objectives for each NEO, as discussed in more detail below.   Individual performance objectives for our NEOs reflected the top priorities for our NEOs and were aligned with the top three risks identified in our annual Enterprise Risk Management process. Mr. Valenti’s individual performance objectives also included revenue growth performance goals for the Breast and Skeletal Health divisions.   20162017 STIP Awards   Mr. MacMillan   Mr. MacMillan’s targeted payout level was 150% of base salary, with 80% of his bonus opportunity tied to corporate financial performance (60% of which is based on adjusted revenue and 40% of which is based on adjusted EPS) and 20% tied to individual performance objectives. Mr. MacMillan’s individual performance objectives were designed to reward the achievement of goals relating to (i) strengthening the product pipeline growingfor 2018 and beyond by driving for product launches in each division to impact 2018 revenue and identify and execute opportunities to impact 2018 revenue; (ii) driving global growth through continued revenue growth in all U.S. businesses and accelerating growth in the business, building capabilitiesinternational business; (iii) focusing on succession planning and talent development by continuing to achieve international growth, continued strengtheningdevelop leaders as potential backfill for CEO and development of the leadership team and succession planning.all senior positions. Based on the Company’s financial performance as well as an assessment of Mr. MacMillan’s performance for fiscal 2016,2017, Mr. MacMillan was awarded a total bonus amount of $1,875,000,$1,545,000, which represents 125%100% of his overall target amount.   Mr. McMahon   Mr. McMahon’s targeted payout level was 75% of base salary, with 80% of his bonus opportunity tied to corporate financial performance (60% of which is based on adjusted revenue and 40% of which is based on adjusted EPS) and 20% tied to individual performance objectives. Mr. McMahon’s individual performance objectives were designed to reward the achievement of goals relating to (i) strengthening the product pipeline for 2018 and beyond through partnering with the divisions and international to increase the value of the pipeline, supporting business development opportunities, supporting new product launches worldwide and executing on quality assurance/regulatory assurance goals; (ii) driving global growth through continuing to improve the Company’s capital allocation strategy to provide for acquisition capacity, including effective managementstructure through debt reduction and increased cash flow flexibility, optimizing tax planning strategies and supporting investment and prioritization of the Company’s debt strategy, maximizing international business potential through execution of foreign exchange hedging strategyexpansion plans; and optimizing our global structure. His individual performance objectives also included(iii) focusing on succession planning and talent development by continuing to build team capabilities identifying critical positions and talent, accelerating the development of critical talent and increasingincrease engagement. Based on the Company’s financial performance as well as an assessment of Mr. McMahon’s performance for fiscal 2016,2017, Mr. McMahon was awarded a total bonus amount of $485,000,$405,000, which represents 126%100% of his overall target amount.   Hologic, Inc. 2017 Proxy Statement    29 Back to Contents Mr. Compton   Mr. Compton’s targeted payout level was 75% of base salary, with 80% of his bonus opportunity tied to corporate financial performance (60% of which is based on adjusted revenue and 40% of which is based on adjusted EPS) and 20% tied to individual performance objectives. Mr. Compton’s individual performance objectives were designed to reward the achievement of goals relating to (i) strengthening the product pipeline for 2018 and beyond by meeting all 20162017 product launch dates and major project milestones, identifying a clear pipeline ofcommercializing new product launches and acting with speed and discipline in both research and development pipeline and business development opportunities; (ii) driving global growth through increasing U.S. and international revenue and ensuring the new leadership model drives improved business results internationally; and (iii) focusing on succession planning and talent development by filling all key international leadership positions and identifying and growing near and longer term succession candidates for 2017-2020, establishing insights required for new product developmentkey leadership roles in international focus markets, identifying critical positions on his team, creating succession plans for those roles and retaining key personnel.the Company. Based on the Company’s financial performance, as well as an assessment of Mr. Compton’s performance for fiscal 2016,2017, including U.S. revenue results, Mr. Compton was awarded a total bonus amount of $490,000,$345,000, which represents 126%84% of his overall target amount. Hologic, Inc. 2018 Proxy Statement 31 Back to Contents   Mr. Griffin   Mr. Griffin’s targeted payout level was 75% of base salary, with 80% of his bonus opportunity tied to corporate financial performance (60% of which is based on adjusted revenue and 40% of which is based on adjusted EPS) and 20% tied to individual performance objectives. Mr. Griffin’s individual performance objectives were designed to reward the achievement of goals relating to (i) strengthening the product pipeline for 2018 and beyond by delivering intellectual propertyand expanding legal support for the fiscal 2016 innovation plan and research and development programs, executingprojects and enhancing business development capabilities; (ii) driving global growth by providing legal resources and capabilities to support the Company’s growth plan, continuing compliance program enhancements promotingand ensuring collaboration and communication between divisional and creating efficiencies in support of global business initiatives,international legal teams; and (iii) focusing on succession planning and talent development by developing potential successors, completing development and retention plans for successors.direct reports and retaining key talent. Based on the Company’s financial performance as well as an assessment of Mr. Griffin’s performance for fiscal 2016,2017, Mr. Griffin was awarded a total bonus amount of $425,000,$355,000, which represents 126%101% of his overall target amount.   Mr. Valenti   Mr. Valenti’s targeted payout level was 75% of base salary, with 60% of his bonus opportunity tied to corporate financial performance (60% of which is based on adjusted revenue and 40% of which is based on adjusted EPS) and 40% tied to individual performance objectives. Mr. Valenti’s individual performance objectives were designed to reward the achievement of goals relating to (i) growing divisional revenue in the U.S. and internationally,internationally; (ii) strengthening the pipeline for 2018 and beyond by achieving Breast and Skeletal Health product launch dates and majorcritical product development milestones, identifying a clear pipeline ofsolidifying the Breast and Skeletal Health productsproduct launch timeline and launch timelines for 2017-2020, validating new productsacting with international focus markets, creating successionspeed and discipline in both research and development and business development opportunities; (iii) driving global growth by delivering against aligned global franchise plans, including supporting dealer to direct conversions as well as providing resource support; (iv) focusing on succession planning and talent development by identifying and growing near and longer term succession candidates for key leadership roles in the Company, having succession plan backfills for critical roles and retaining critical personnel.updating/ completing development plans. Based on the Company’s financial performance as well an assessment of Mr. Valenti’s performance for fiscal 2016,2017, including U.S. revenue performance, Mr. Valenti was awarded a total bonus amount of $435,000,$325,000, which represents 127%90% of his overall target amount.   Long-Term Equity Incentives   We believe that strong sustainable corporate performance is achieved with a culture that encourages long-term focus by our NEOs and aligns the interests of our NEOs with those of our stockholders. We also use our long-term awards to attract and retain critical employee talent by providing a competitive market-based opportunity. To achieve these objectives, we award long-term equity incentives on an annual basis in the form of equity. For fiscal 2017, we structured our annual equity incentive awards as follows:   •● 50% in the form of performance stock units (“PSUs”), – 50% of which vest only if the Company achieves a pre-determined return on invested capital (“ROIC”) three-year average minimum threshold.threshold (the “ROIC PSUs”). If the threshold is achieved, the level of payout in comparison to the target number of ROIC PSUs granted is determined by the three-year average ROIC achievement against the ROIC goal at the end of the three-year performance period. At the vesting date, any earned awards are settled in shares of Hologic common stock.stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of ROIC as a performance measure, please see “Why ROIC?” below. ROIC PSUs also are subject to the terms and conditions set forth in the form of ROIC Performance Stock Unit Award Agreement. – 50% of which vest based on the Company’s total shareholder return as compared to the total shareholder return of companies in the TSR PSU Peer Group, measured over a three-year performance period (the “TSR PSUs”). The fiscal 2017 TSR PSU awards vest at target and at 200% of target upon achievement of relative total shareholder return at the 50th and 95th percentile, respectively. If the Company’s relative total shareholder return is below the 25th percentile, then no TSR PSUs will vest. At the vesting date, any earned awards are settled in shares of Hologic common stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of relative total shareholder return as a performance measure, please see “Why relative TSR?” below. TSR PSUs also are subject to the terms and conditions set forth in the form of TSR Performance Stock Unit Award Agreement. • ● 25% in the form of stock options, which vest in four equal annual installments, becoming fully vested on the fourth anniversary of the grant date.1Stock options have a ten-year term, and are subject to the terms and conditions set forth in the form of Stock Option Award Agreement. •● 25% in the form of restricted stock units (“RSUs”), which vest in three equal annual installments, becoming fully vested on the third anniversary of the grant date.2Only vested RSUs can be exchanged for shares of Hologic common stock. RSUs also are subject to the terms and conditions set forth in the form of Restricted Stock Unit Award Agreement.   Hologic, Inc. 2018 Proxy Statement 32 Back to Contents   Why ROIC? In addition to being well-received and supported by our stockholders, the use of ROIC: 1✔   Creates an effective balance in our program of growth (our STIP focuses on adjusted revenue and adjusted EPS) and returns (our long-term incentives focus on ROIC) ✔  Holds management accountable for the efficient use of capital ✔  Links executive compensation to value creation ROIC PSUs only vest if the Company achieves a pre-determined average ROIC threshold at the end of a three-year performance period. If the target three-year average ROIC goal is achieved, 100% of the ROIC PSUs granted will vest. If we fail to achieve the minimum three-year average ROIC threshold, none of the ROIC PSUs granted for that three-year performance period will vest and all will be forfeited. The maximum payout for ROIC PSUs is limited to 200% of the target number of ROIC PSUs granted and is earned only if we achieve the maximum three-year average ROIC goal. 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).(1) In fiscal 2016, the Committee reduced the stock option vesting period from five to four yearseliminated annual ROIC hurdles for fiscal 2016 and future stock option grants. 2 InPSU grants while retaining the more challenging three-year average ROIC minimum threshold for the performance period. The Committee viewed the annual hurdles as having the potential to penalize recipients for executing value-enhancing acquisitions but believes retaining the three-year average ROIC minimum threshold incents management to remain disciplined on value creation. For fiscal 2016,2017 PSU grants, the Committee reducedcontinued to utilize the RSU vesting period from four to three yearsthree-year average ROIC minimum threshold for fiscal 2016 and future RSU grants.the performance period.   Hologic, Inc. 2017 Proxy Statement    30 Back to Contents         The following table outlines the threshold, minimum, target and maximum three-year average ROIC goals for the ROIC PSUs granted as fiscal 2017 long-term incentive awards (see “2017 Long-Term Annual Incentive Award Grants” below):           Three-Year Average ROIC Goal(1) Percentage of PSUs Vested(2)     ≥16% 200% (Maximum)     15% 125%     14% 100% (Target)     12% 50% (Minimum)     <12% 0%     (1) Calculated at the end of the three-year performance period.     (2) Expressed as a percentage of granted PSUs vesting.         The target goal of 14% represents a 200 basis point increase from the ROIC target goal for PSUs granted as 2016 long-term incentive awards and was the maximum goal for the fiscal 2016 awards. This ROIC target goal for the fiscal 2017 awards also takes into account potential mergers and acquisitions through fiscal 2019.   The Company achieved annual ROIC for fiscal 2017 of 12.55%. If we fail to achieve the minimum three-year average ROIC goal of 12% for the fiscal 2017-2019 performance period, none of the PSUs granted as fiscal 2017 long-term incentive awards will vest, and all will be forfeited.   Vesting of ROIC PSUs granted in fiscal 2014   The Company’s first PSU awards were granted in November 2013 (fiscal 2014) and vested in November 2016 (fiscal 2017). These ROIC PSUs were subject to a three-year cliff vesting period with vesting contingent on the Company achieving an average ROIC of 8.5% for the three-year performance period as well as annual performance hurdles for fiscal 2014, 2015 and 2016 of 7.5%, 8.5% and 9.5%, respectively. If performance was below any of these levels, none of the PSUs would vest. Actual performance was 10.96% for the three-year performance period and 9.3%, 10.88% and 12.7% for fiscal 2014, 2015 and 2016, respectively. Accordingly, these PSUs vested at 196% of target. Why ROIC? In addition to being well-received and supported by our stockholders, use of ROIC: Creates an effective balance in our program of growth (our STIP focuses on adjusted revenue and adjusted EPS) and returns (our long-term incentives focus on ROIC) Holds management accountable for the efficient use of capital Links executive compensation to value creation PSUs only vest if the Company achieves a pre-determined average ROIC threshold at the end of a three-year performance period. This threshold requires improvement on ROIC over the three-year performance period. If the target three-year average ROIC goal is achieved, 100% of the PSUs granted will vest. If we fail to achieve the minimum three-year average ROIC threshold, none of the PSUs granted for that three-year performance period will vest and all will be forfeited. The maximum payout for PSUs is limited to 200% of the target number of PSUs granted and is earned only if we achieve the maximum three-year average ROIC goal. 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).1 In fiscal 2016, the Committee eliminated annual ROIC hurdles for fiscal 2016 PSU grants while retaining the more challenging three-year average ROIC minimum threshold for the performance period. The Committee viewed the annual hurdles as having the potential to penalize recipients for executing value-enhancing acquisitions but believes retaining the three-year average ROIC minimum threshold incents management to remain disciplined on value creation. The following table outlines the threshold, minimum, target and maximum three-year average ROIC goals for the PSUs granted as fiscal 2016 long-term incentive awards (see “2016 Long-Term Annual Incentive Award Grants” below): Three-Year Average ROIC Goal(1)   Percentage of PSUs Vested(2) <11%   0% 11%   50% (Minimum) 12%   100% (Target) 13%   125% ≥14%   200% (Maximum) (1)   Calculated at the end of the three-year performance period. (2)   Expressed as a percentage of granted PSUs vesting. The target goal of 12% represents a 100 basis point increase from the ROIC target goal for PSUs granted as 2015 long-term incentive awards. This ROIC target goal for the fiscal 2016 awards also takes into account potential mergers and acquisitions and share repurchases through fiscal 2018. In addition, the performance scale was widened for 2016 PSU grants to create a non-linear performance scale above target which only accelerates once ROIC of 13% is achieved. The Company achieved annual ROIC for fiscal 2016 of 12.7%. If we fail to achieve the minimum three-year average ROIC goal of 11% for the fiscal 2016-2018 performance period, none of the PSUs granted as fiscal 2016 long-term incentive awards will vest and all will be forfeited.     1(1) 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 on pageinAnnex 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. Hologic, Inc. 2018 Proxy Statement 33   Hologic, Inc. 2017 Proxy Statement    31 Back to Contents Why relative TSR? In addition to being well-received and supported by our stockholders, use of relative TSR: ✔  Provides an external performance measure, which complements the internal ROIC measure ✔  Links executive compensation directly to shareholder value creation To calculate the Company’s relative TSR performance, the cumulative three-year TSR for Hologic and each of the companies in the TSR Peer group is calculated and then Hologic’s discrete percentile rank is calculated. The TSR PSUs vest at target and at 200% of target upon achievement of relative TSR at the 50thand 95thpercentile, respectively. If the Company’s relative TSR is below the 25thpercentile, no TSR PSUs will vest and all will be forfeited. Back to Contents 2016 2017 Long-Term Annual Incentive Award Grants   The annual long-term incentive awards granted to our NEOs in November of 20152016 (fiscal 2016)2017) as compared to awards for fiscal 20152016 are set forth below:as follows:   NEO FY2016 Award Value(1)   FY2015 Award Value(1)   % Change   FY2017 Award Value(1)     FY2016 Award Value(1)     % Change   Stephen P. MacMillan   $7,250,000     $7,275,000     (0.3 %)   $ 7,822,750 (2)   $ 7,250,000       7.9 % Robert W. McMahon   $1,900,000 (2)   $1,500,000     26.7 %   $ 1,750,000     $ 1,900,000 (3)     (7.9) % Eric B. Compton   $2,000,000 (2)   $1,525,000     31.1 %   $ 1,750,000     $ 2,000,000 (3)     (12.5) % John M. Griffin   $1,200,000     $1,150,000 (3)   4.3 %   $ 1,300,000     $ 1,200,000       8.3 % Peter J. Valenti, III   $1,000,000     $800,000     25.0 %   $ 1,300,000     $ 1,000,000       30.0 % (1) The award values in this table differ slightly from the grant date fair values of the awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table. The award values in this table are the values awarded by the Committee while the grant date fair value of each award reportingreported in the Summary Compensation Table and the Grants of Plan-Based Awards Table is the award value for accounting purposes. (2) Does not include the value of the December 2016 Matching RSU grant made pursuant to Mr. MacMillan’s Employment Agreement or the special retention equity grant awarded effective December 2017. (3) Includes value of fiscal 2016 mid-year equity awards. Excluding the value of these mid-year equity awards, discussed below. Not including these mid-year awards, Mr. McMahon’s awardfiscal 2017 grant value increased 6.7% from9.4% as compared to his fiscal 2015 to 2016 grant value, and Mr. Compton’s awardfiscal 2017 grant value decreased 1.6% fromincreased 16.7% as compared to his fiscal 2015 to 2016. (3) Reflects annual equity2016 grant of $650,000 and incentive sign-on equity grant of $500,000, both awarded when Mr. Griffin joined the Company in February 2015.value. The 7.9% increase in the value of Mr. MacMillan’s equity grant from fiscal 2016 to fiscal 2017 is calculated in accordance with the terms of his Employment Agreement, which calls for an increase in grant value based on the lesser of adjusted EPS or adjusted net income growth (or, if adjusted EPS and/or adjusted net income were to decrease, his equity grant value would decrease based on whichever metric decreased the most). The grant value will increase 0.5% for every 1.0% increase in the applicable metric growth and will decrease 1.0% for every 1.0% decrease in the applicable metric growth. For fiscal 2016, adjusted net income grew 15.9% and adjusted EPS grew 17.4%. As adjusted net income grew less than adjusted EPS, adjusted net income is the applicable metric. Half of the 15.9% adjusted net income growth yields a 7.9% increase in grant value.   Messrs. McMahon and Compton received mid-year equity grants during fiscal 2016 valued at $300,000 and $500,000, respectively, due to increased responsibilities assumed mid-year in connection with Mr. McMahon’s increased role in global operations and regulatory and quality assurance and the realignment of the international business under Mr. Compton. As with the annual grants, the award values for these supplemental grants were allocated 50% to PSUs, 25% to RSUs and 25% to stock options. Mr. Valenti received a significant increase in the value of his long-term incentive award from 20152016 to 20162017 partially to align with market practice, but also in consideration of the key role his division plays and is expected to play in the Company’s growth, as well as acknowledging the importance of retaining his talent.   Hologic, Inc. 2018 Proxy Statement 34 Deferred Compensation Back to Contents   Deferred Compensation Program (“DCP”) Contributions2018 Long-Term Annual Incentive Award Grants   The DCPannual long-term incentive awards granted to our NEOs in November of 2017 (fiscal 2018) as compared to awards for fiscal 2017 are as follows: NEO   FY2018 Award Value(1)     FY2017 Award Value(1)     % Change   Stephen P. MacMillan   $8,292,022 (2)   $7,822,750 (2)   6.0% Robert W. McMahon   $1,850,000     $1,750,000     5.7% Eric B. Compton   —     $1,750,000     N/A   John M. Griffin   $1,400,000     $1,300,000     7.7% Peter J. Valenti,  III   $1,000,000     $1,300,000     (23.0)% (1) The fiscal 2017 award values in this table differ slightly from the grant date fair values of the awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table. The award values in this table are the values awarded by the Committee while the grant date fair value of each award reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table is the award value for accounting purposes. (2) Does not include the value of the December 2016 Matching RSU grant made pursuant to Mr. MacMillan’s Employment Agreement or the special retention equity grant awarded effective December 2017. The 6.0% increase in the value of Mr. MacMillan’s equity grant from fiscal 2017 to fiscal 2018 is calculated in accordance with the terms of his Employment Agreement, as described above. For fiscal 2017, adjusted net income grew 12.0% and adjusted EPS grew 12.2%. As adjusted net income grew slightly less than adjusted EPS, adjusted net income is the applicable metric. Half of the 12.0% adjusted net income growth yields a non-qualified retirement program6.0% increase in grant value. The decrease in value of Mr. Valenti’s fiscal 2018 long-term incentive award grant as compared to his fiscal 2017 grant was due in large part to the fact that the fiscal 2017 grant was based on excellent financial performance in fiscal 2016 and thus, the fiscal 2017 grant was larger than usual. The fiscal 2018 grant value, which is based on fiscal 2017 financial results, reflects a move back to the target grant value for division presidents. By way of comparison with the STIP, which is based on the Company’s adjusted revenue and adjusted EPS results, the fiscal 2016 STIP funded at 125%, while the fiscal 2017 STIP funded at 100%. Mr. Valenti’s long-term incentive award grant values, while not tied to the STIP, is influenced by Company financial results. Deferred Compensation Deferred Compensation Program Contributions The Company’s Non-Qualified Deferred Compensation Plan (the “DCP”) provides our NEOs with non-qualified retirement benefits in excess of what may be provided under our 401(k) Savings and Investment Plan and tax code limitations. The Committee considers the DCP Company contribution in the context of total compensation and views the contribution as a tool to help close a competitive market gap when evaluating the total value of annual compensation.   The DCP allows NEOs to contribute up to 75% of their base salary and 100% of their annual bonus to a supplemental retirement account. In addition, the Company has the ability to make annual discretionary contributions to the DCP. Each DCP contribution the Company makes on behalf of our NEOs is subject to a three-year vesting schedule, such that one-third of each contribution vests annually and each contribution is fully-vested three years after the contribution is made. In addition, Company contributions become fully vested upon: (i) death, disability or a change of control; (ii) retirement after the attainment of certain age and/or service milestones; or (iii) as otherwise provided by the Committee in its sole discretion. The DCP Company contributions granted to our NEOs in November 20152017 (fiscal 2016)2018) and November 2016 (fiscal 2017) are set forth below:     DCP Company Contribution   DCP Company Contribution   NEO   November 2016 (fiscal 2017)   November 2015 (fiscal 2016)   November 2017 (fiscal 2018)     November 2016 (fiscal 2017)   Stephen P. MacMillan   $312,500   $437,500   $250,000     $312,500   Robert W. McMahon   $180,000   $250,000   $150,000     $180,000   Eric B. Compton   $180,000   $250,000   —     $180,000   John M. Griffin   $180,000   $250,000   $150,000     $180,000   Peter J. Valenti, III   $150,000   $201,250   $115,000     $150,000     Hologic, Inc. 2018 Proxy Statement 35 Back to Contents The amount of the Company DCP contribution to each individual is based upon role/job level target values. An individual’s final Company DCP contribution is generally based on the applicable target value, as modified to track the STIP funding factor. The STIP funding factor applicable to the DCP contributions made in November 2016 was based on the STIP funding factor for fiscal 2016, which was 125%. The STIP funding factor applicable to the DCP contributions made in November 2015 was based on the STIP funding factor for fiscal 2015, which was 175% ● The STIP funding factor applicable to the DCP contributions made in November 2017 was based on the STIP funding factor for fiscal 2017, which was 100%. ● The STIP funding factor applicable to the DCP contributions made in November 2016 was based on the STIP funding factor for fiscal 2016, which was 125%. Deferred Equity Plan   The Hologic, Inc. 2017 Proxy Statement    32 Deferred Equity Plan, as amended (the “DEP”) is designed to allow executives and non-employee directors to accumulate Hologic stock in a tax-efficient manner and assist them in meeting their long-term equity accumulation goals and stock ownership guidelines. Participants may elect to defer the settlement of RSUs and PSUs granted under the Amended and Restated 2008 Equity Incentive Plan until separation from service or separation from service plus a fixed number of years. Participants may defer settlement by vesting tranche. Although the equity will vest on schedule, if deferral of settlement is elected, no shares will be issued until the settlement date. The settlement date will be the earlier of death, disability, change in control or separation from service/separation from service plus number of years elected. All of our NEOs have elected to participate in the DEP. Back to Contents Employment, Change of Control and Severance Agreements    Our Position on Employment, Change of Control and Severance Agreements   Our ability to build the exceptional leadership team in place today was due in large part to our having a full complement 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.   The Committee strongly believes that together, our employment, change of control and severance agreements, which are guided by our compensation philosophy and governance practices and policies (e.g., double-trigger change 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, including in the event of a transaction that could result in a change in control of our Company.   We also understand the concern of our stockholders regarding severance arrangements, and in 2015, the Committee adopted a Policy on Executive Severance Agreements. This 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; any benefits in excess of this amount must be ratified by stockholders. For purposes of this policy “severance benefits” do not include the value of accelerated vesting of any outstanding equity awards or payments under the Company’s retirement and deferred compensation plans. Details about the specific arrangements made with our NEOs are set forth below.   Employment Agreement   Mr. MacMillan   Amended and Restated Agreement, effective September 27, 2015   On September 18, 2015, the Company entered into an Amended and Restated Employment Agreement (the “2015 Employment Agreement”) with Mr. MacMillan, effective as of September 27, 2015. The 2015 Employment Agreement has an initial term of five years and will be automatically extended for an additional five-year period unless either the Company or Mr. MacMillan notifies the other party not later than June 27, 2020 that the notifying party has elected not to extend the initial term.   Consistent with the terms of Mr. MacMillan’s prior agreement, the 2015 Employment Agreement provides that Mr. MacMillan will receive an initial base salary at the annual rate of $1,000,000 and a target bonus opportunity under the Company’s STIP of no less than 150% of his annual base salary. Any future increases in Mr. MacMillan’s base salary will be tied to the average employee merit pool percentage increase approved for base salaries of U.S. salaried employees. The Company also agreed to continue to contribute to the Company’s DCP on behalf of Mr. MacMillan in fiscal 2016 and each fiscal year thereafter, with an initial target amount of $232,000 in fiscal 2016. The amount may be modified in subsequent fiscal years consistent with changes for other executive officers. During the initial five-year term of the 2015 Employment Agreement, the Company agreed to provide Mr. MacMillan with a housing allowance of $100,000 per year to cover housing in the greater Boston area (prior to the amendment discussed below which removed the annual housing allowance).   Pursuant to the 2015 Employment Agreement, Mr. MacMillan also receives an annual equity grant under the Company’s 2008 Amended and Restated Equity Incentive Plan. The value of the grant for fiscal 20162017 (made in November 2015)2016) was $7,250,000.$7,822,750. Pursuant to the 2015 Employment Agreement (prior to the amendment discussed below which includes adjusted net income as a tempering measure), Hologic, Inc. 2018 Proxy Statement 36 Back to Contents the grant value for subsequent years adjusts as follows: (i) for every one percent (1%) that the Company exceeds the prior fiscal year’s adjusted earnings per share (“EPS”), the annual grant value will be increased by one-half of one percent (0.5%); and (ii) for every one percent (1%) that the Company is below prior year adjusted EPS, the annual grant value will be reduced by one percent (1%). Adjusted EPS shall be calculated in the same manner as calculated for purposes of the STIP. If adjusted EPS is not a financial metric under the STIP in any year, adjusted EPS for that year will be the Company’s publicly reported non-GAAP EPS. As soon as practicable after the end of each fiscal year, Mr. MacMillan will also receive a matching restricted stock unit (“Matching RSU”) grant with a value equal to the number of shares held by Mr. MacMillan as of the fiscal year end, up to a maximum annual grant value of $1,000,000. For purposes of the Matching RSU grant, shares held will include issued and outstanding shares held directly by Mr. MacMillan as well as vested equity, the settlement of which has been deferred pursuant to the Company’s DEP, but will not include shares issued upon the vesting of any Matching RSUs. At the end of fiscal 2016, Mr. MacMillan held (or had the right to receive upon settlement) 362,228 shares. Accordingly, in December 2016, Mr. MacMillan received a Matching RSU grant with a value of $362,228.   The severance provisions of the 2015 Employment Agreement are unchanged from Mr. MacMillan’s prior employment agreement. If, during the term of the 2015 Employment Agreement, Mr. MacMillan’s employment is terminated by the Company without cause or if Mr. MacMillan terminates his employment for good reason (as such terms are defined in the 2015 Employment Agreement), then he will be entitled to: (i) a payment equal to his accrued compensation through the termination date, which includes pro-rated base salary, reimbursement for business expenses, vacation pay, his annual bonus for the fiscal year prior to the year in which the termination occurs if not paid prior to his termination date, and any vested and/or earned amounts or benefits under the Company’s employee benefit plans, programs, policies or practices; (ii) continued payment of a cash severance amount in equal payments over a two-year severance period in a total amount equal to two times the sum of his annual base salary plus his annual cash bonus for the prior fiscal year; and (iii) payment of a cash severance in the amount of Mr. MacMillan’s annual cash bonus for the fiscal year in which such termination occurs, pro-rated for the then current fiscal year and payable no later than the thirtieth of November following the end of the applicable fiscal year in which the award was earned. If, Hologic, Inc. 2017 Proxy Statement    33 Back to Contents following a Notice of Non-Renewal by either Mr. MacMillan or the Company and at or after the expiration of the term, Mr. MacMillan’s employment is terminated by the Company without cause or if Mr. MacMillan terminates his employment for good reason, then he will be entitled to the compensation described above, except that the severance period and amount shall be for one year rather than two. In each case, receipt of any severance payments or benefits is conditioned upon Mr. MacMillan’s release of all claims against the Company and its officers and directors.   Mr. MacMillan’s other existing agreements, including his Non-Competition and Proprietary Information Agreement, Change of Control Agreement, Indemnification Agreement and outstanding option and other equity agreements with the Company remain outstanding and are unchanged by the 2015 Employment Agreement. In the event that Mr. MacMillan receives benefits as the result of a change of control, such benefits will be in lieu of any of the severance benefits provided for in the 2015 Employment Agreement.   Amendment No. 1 to the 2015 Employment Agreement   In September 2016, the Company and Mr. MacMillan entered into an amendment to his 2015 Employment Agreement. This amendment provided for the removal of the annual housing allowance, effective for fiscal 2017, and, more significantly, to addadded 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. The Compensation Committee recommended these changes to the full Board (other than Mr. MacMillan), which approved. The Board views the addition of the net income metric and the use of whichever metric, net income or adjusted EPS, grows less to limit increases in the annual equity grant value and the use of whichever metric decreases more to drive decreases in annual grant value as a thoughtful and creative design in the best interests of both the Company and its stockholders.   Change of Control and Severance Agreements   The Committee believes that Change of Control agreements benefit a company in the event of a change of control or a potential change of control by promoting stability during a potentially uncertain period and allowing executives who are parties to such agreements to focus on continuing business operations and the success of a potential business combination. The Committee believes that providing change of control and severance benefits eliminates, or at least reduces, any reluctance of senior management to pursue potential change of control transactions that may be in the best interests of stockholders. The Committee believes that Change of Control agreements benefit a company in the event of a change of control or a potential change of control by promoting stability during a potentially uncertain period and allowing executives who are parties to such agreements to focus on continuing business operations and the success of a potential business combination. The Committee believes that providing change of control and severance benefits eliminates, or at least reduces, any reluctance of senior management to pursue potential change of control transactions that may be in the best interests of stockholders.   The Company has entered into change of control agreements and/or severance agreements with certain of its senior executive officers, including our NEOs.   Mr. MacMillan   As described above, the Company has entered into an employment agreement with Mr. MacMillan that provides for the payment of severance in certain circumstances. The Company also entered into a Change of Control Agreement with Mr. MacMillan upon his joining the Company in December 2013.   Change of Control. Mr. MacMillan’s Change of Control Agreement provides that in the event of a change of control during the term of the agreement, if, in anticipation of or within the three-year period following the change of control (the “Employment Period”), his employment is terminated for reasons other than death, disability or cause, or he resigns for good reason, he is entitled to certain benefits (a double-trigger arrangement). In such circumstances, he shall have the right to receive (i) a lump sum cash payment equal to his accrued and unpaid compensation through the date of his termination; (ii) a pro-rata highest annual bonus (as defined below) based on the number of days elapsed during the fiscal year through the date of termination; (iii) a lump sum cash payment equal to the Hologic, Inc. 2018 Proxy Statement 37 Back to Contents product of 2.99 times the sum of his annual base salary for the fiscal year preceding the date of termination and highest annual bonus; and (iv) immediate and full vesting of all stock options, RSUs, PSUs and other equity awards, with any options (or other similar awards) remaining exercisable for the shorter of the remaining term of the award or a period of one year following the executive’s termination.   The term “highest annual bonus” is defined as the greater of (i) the average of annual bonuses paid to the executive over the three fiscal years preceding the fiscal year in which the change of control occurs; (ii) the annual bonus paid to the executive in the fiscal year preceding the fiscal year in which the change of control occurs; or (iii) the target bonus award opportunity associated with the Company achieving its 100 percent target payout level as determined in accordance with the Company’s bonus plan for the fiscal year preceding the fiscal year in which the change of control occurs. Mr. MacMillan will continue to receive health and dental benefits for the remaining term of the Employment Period. Mr. MacMillan’s Change of Control Agreement does not provide for any change of control benefits, including the acceleration of equity awards, if he remains employed by the Company, is terminated by the Company for cause or voluntarily terminates his employment (other than a resignation for good reason).   If Mr. MacMillan dies or his employment is terminated by reason of disability during the Employment Period, then he, or his heirs or estate, is entitled to receive (i) a lump sum cash payment equal to all accrued and unpaid compensation through the date of termination (or death) plus a pro-rata highest annual bonus based on the number of days elapsed during the fiscal year through the date of termination (or death); (ii) continuation of certain welfare benefits for the remaining term of the Employment Period; and (iii) a lump sum cash payment equal to the sum of his annual base salary and the highest annual bonus.   In the event any payments and benefits provided under the Change of Control Agreement is subject to excise taxes under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the payment shall be reduced so that no payment to be made or benefit to be provided to the executive shall be subject to the excise tax.   Hologic, Inc. 2017 Proxy Statement    34 Back to Contents Messrs. McMahon, Compton and Griffin   The Company has entered into a Severance and Change of Control Agreement with each of Messrs. McMahon, Compton and Griffin. As noted below, however, Mr. Compton’s Severance and Change of Control Agreement is no longer in effect.   Severance.Severance. Each agreement provides that if the executive is terminated by the Company without cause or resigns for good reason, then he is entitled to receive certain benefits, including (i) a lump sum cash payment equal to the executive’s accrued and unpaid compensation through the termination date, which includes base salary, reimbursement for reasonable and necessary business expenses and vacation pay; (ii) a pro-rated bonus for the year in which the executive was terminated; (iii) for one-year from the date of termination, continuation of the executive’s previous year’s salary and payment of an amount equal to the executive’s average annual bonus divided by the number of payroll periods during such one-year severance period; and (iv) a one-year continuation of the executive’s medical and dental benefits. The severance pay and benefits provided under the Severance and Change of Control Agreements are in lieu of any other severance or termination pay to which the executive may be entitled under any other severance or termination plans, programs or arrangements. In the event that the executive receives benefits as the result of a change of control, then the executive will receive such change of control benefits in lieu of any of the severance benefits.   Change of Control.Control. Terms relating to benefits payable to Messrs. McMahon, Compton and Griffin in connection with termination shortly before or within three years of a change of control are identical to those described above for Mr. MacMillan except that (i) with respect to the exercise of stock options, Messrs. McMahon and Compton have the longer of (A) the period of time provided for in the applicable equity award agreement or plan, or (B) the shorter of the remaining term of the applicable equity award or a period of one year following the executive’s termination; and (ii) Messrs. McMahon, Compton and Griffin shall continue to receive health and dental benefits for a period of one year following the executive’s termination.   In the event any payments and benefits provided under the Severance and Change of Control Agreements are subject to excise taxes under Section 280G of the Code, then the payment shall be reduced so that no payment to be made or benefit to be provided to the executive shall be subject to the excise tax.   Transition Agreement. On November 30, 2017, Mr. Compton entered into a Transition Agreement with the Company pursuant to which he continued to serve as Chief Operating Officer through December 31, 2017 (the “Transition Date”) and currently serves as a consultant through December 31, 2018 (the “Termination Date”). Under the Transition Agreement, Mr. Compton will be entitled to receive the following severance benefits, which correspond to the severance benefits he otherwise would have been entitled to receive under his existing Severance and Change of Control Agreement, dated March 9, 2014, as described above, specifically: (i) his base salary for twelve (12) months following the Transition Date, payable in accordance with the Company’s normal payroll practices; (ii) the average of his annual bonus paid for the prior three fiscal years, pro-rated for the time worked in fiscal 2018 through the Transition Date; (iii) the average of his annual bonus paid for the three prior fiscal years; and (iv) a cash payment in lieu of Welfare Benefit Continuation (as defined in the Severance Agreement) for twelve (12) months following the Transition Date. Additionally, Mr. Compton’s outstanding equity awards will remain outstanding and continue to vest subject to and in accordance with their respective terms through the Termination Date and his outstanding unvested accounts under the Company’s Amended and Restated Deferred Compensation Program will vest on the Transition Date. The Transition Agreement also provides that Mr. Compton’s existing non-competition agreement will remain in effect. The Transition Agreement supersedes and replaces in its entirety the Severance and Change of Control Agreement. Hologic, Inc. 2018 Proxy Statement 38 Back to Contents Mr. Valenti   The Company has entered into a Severance Agreement as well as a Change of Control Agreement with Mr. Valenti.   Severance.Severance. Mr. Valenti’s Severance Agreement provides that if he is terminated by the Company without cause or resigns for good reason, then he is entitled to receive certain benefits, including (i) a lump sum cash payment equal to his accrued compensation through the termination date, which includes base salary, reimbursement for reasonable and necessary business expenses and vacation pay; (ii) a pro-rated bonus for the year in which he was terminated (based on the average of the bonuses paid for the prior three fiscal years); and (iii) a fifteen-month continuation of his annual base salary. In the event any payments and benefits provided under the Severance Agreement are subject to excise taxes under Section 280G of the Code, then the payment shall be reduced so that no payment to be made or benefit to be provided to the executive shall be subject to the excise tax.   The severance pay and benefits provided under Mr. Valenti’s Severance Agreement are in lieu of any other severance or termination pay to which he may be entitled under any of our other severance or termination plans, programs or arrangements. In the event that the executive receives benefits as the result of a change of control, then the executive will receive such change of control benefits in lieu of any of the severance benefits.   Change of Control.Control. Mr. Valenti’s Change of Control Agreement provides that in the event of a change of control and during the two-year period following the consummation of such change of control, if Mr. Valenti’s employment is terminated for reasons other than death, disability or cause, or if he resigns for good reason (a “double trigger” arrangement), Mr. Valenti shall be entitled to receive (i) a lump sum cash payment equal to his accrued compensation through the termination date, which includes base salary, reimbursement for reasonable and necessary business expenses and vacation pay; (ii) a pro-rated average annual bonus for the year in which he was terminated; (iii) a lump sum payment equal to the sum of his annual base salary and average annual bonus; (iv) immediate and full vesting of all stock options, RSUs, PSUs and other equity awards; and (v) continued health and dental benefits for a period of one year following termination.   The amount of the estimated payments and benefits payable to NEOs, assuming a change of control of the Company as of the last day of fiscal 2016,2017, is shown in the table on page ●under46 under the heading “Potential Payments upon Termination or Change of Control.”   Other Practices, Policies & Guidelines   Executive Stock Ownership Guidelines   Our Board believes that our directors and officers should hold a meaningful financial stake in the Company in order to further align their interests with those of our stockholders. Our CEO is expected to achieve equity ownership in the Company with a value of five times his then current base salary and each of our other NEOs and executive officers is expected to achieve equity ownership in the Company with a value of two times his or her then current base salary, within five years of employment or five years from the adoption of the guideline, whichever is later. Only shares of stock issued and outstanding (or vested and deferred under our deferred equity plan) are credited towards the ownership goals. Mr. MacMillan has alreadyAll of our NEOs have achieved ownership in excess of the guideline, and the other NEOs are on track to meet the guideline within the five-year timeline.guideline. Information about ownership guidelines for our non-employee directors can be found in the “Director Compensation” section on page ●48 of this proxy statement.   Hologic, Inc. 2017 Proxy Statement    35 Incentivized to Drive Stockholder Value   BackMr. MacMillan is invested in Hologic. Literally. Under our stock ownership guidelines, he is expected to Contentsachieve equity ownership in the Company with a value of 5 times his base salary. As of the end of fiscal 2017, he owned equity in the Company with a value of over34 times his fiscal 2017 base salary. The value of these shares held by Mr. MacMillan (including shares vested but deferred, but not including any unvested equity) is over $35 million, based on the closing price per share of Hologic stock on September 29, 2017. Mr. MacMillan purchased 25% of these shares in the open market. As evidenced by his substantial ownership of Hologic shares, Mr. MacMillan’s interests are well-aligned with those of stockholders. Compensation Recoupment Policy   Under our compensation recoupment, or clawback, policy, if our Board determines that an officer engaged in fraud or willful misconduct that resulted in a restatement of the Company’s financial results, then the Board may review all performance-based compensation – both cash and equity – awarded to or earned by that officer on the basis of performance during the fiscal periods materially affected by the restatement. If, in the view of our Board, the performance-based compensation would have been lower if it had been based on the restated financial results, the Board may, to the extent permitted by applicable law, seek recoupment from that officer of any portion of such performance-based compensation as it deems appropriate after a review of all relevant facts and circumstances. Any recoupment under this policy may be in addition to, and shall not otherwise limit, any other remedies that may be available to the Company under applicable law, including disciplinary actions up to and including termination of employment.   Retirement Benefits   The Committee maintains retirement benefits to help the Company attract and retain the most highly talented senior executives. Over the years, the Committee has modified these programs to ensure competitive alignment with an evolving market. We believe the overall value of our retirement programs is consistent with our industry peers.   Hologic, Inc. 2018 Proxy Statement 39 Back to Contents 401(k) Savings and Investment Plan   The Company sponsors a 401(k) Savings and Investment Plan, which is a qualified retirement plan offered to all eligible employees, including our NEOs. The Plan allows participants to elect to defer a portion of their compensation on a pre-tax basis, up to the limits imposed by the Code. In 2016,2017, which includes the first three months of the Company’s fiscal 2017,2018, the Company matched 100% of the first 3% and 50% of the next 2% of each participant’s deferrals, up to an amount equal to 4% of the first $265,000$270,000 earned by a participant.   Deferred Equity Plan On September 17, 2015, the Committee approved and adopted the Hologic, Inc. Deferred Equity Plan (the “DEP”), which was amended on December 15, 2015. The DEP is designed to allow executives and non-employee directors to accumulate Hologic stock in a tax-efficient manner and assist them in meeting their long-term equity accumulation goals and stock ownership guidelines. Participants may elect to defer the settlement of RSUs and PSUs granted under the Amended and Restated 2008 Equity Incentive Plan until separation from service or separation from service plus a fixed number of years. Participants may defer settlement by vesting tranche. Although the equity will vest on schedule, if deferral of settlement is elected, no shares will be issued until the settlement date. The settlement date will be the earlier of death, disability, change in control or separation from service/separation from service plus number of years elected. All of our NEOs have elected to participate in the DEP. Equity Retirement Provision   After considering market trends in retirement program practices as well as the needs of the Company, during fiscal 2016, the Committee approved the addition of a retirement provision to its equity compensation program. The provision, which applies solely to U.S. employees, provides for the continued vesting of RSUs and stock options and pro-rata vesting of PSUs when a person retires, if the individual is either 65 years of age or older, or at least 55 years of age with 10 years of continuous service with the Company. While RSUs and stock options continue to vest on their original vesting schedule following retirement, PSUs vest on their original vesting date on a pro-rata basis (based on number of days employed during the applicable performance period) based on actual performance during the performance period (assuming threshold performance is achieved). If threshold performance is not achieved during the applicable performance period, no PSUs will vest. This equity retirement provision is applicable to equity grants made from November 5, 2015 forward.   Other Benefits and Perquisites   Our NEOs also generally participate in other benefit plans on the same terms as all of our other employees. These plans include our employee stock purchase plan, medical and dental insurance, life insurance, short- and long-term disability insurance programs, as well as customary vacation, leave of absence and other similar policies.   We also provide limited perquisites and personal benefits based on considerations unique to each NEO position. During fiscal 2016,2017, we provided each of the NEOs with an automobile allowance and we provided Mr. MacMillan with a housing allowance (which has been discontinued pursuant to the September 2016 amendment to his Employment Agreement).allowance. In addition, Mr. MacMillan has access to private air transportation for business purposes.purposes and limited non-entertainment personal use. The non-entertainment personal use is subject to a maximum aggregate incremental cost to the Company of $150,000 per fiscal year. The values of all perquisites and other personal benefits provided to our NEOs are included in the “All Other Compensation” column of the Summary Compensation Table on page ●.41.   Tax and Accounting Considerations   The Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and arrangements, although they are not the only factors considered. In some cases, other important considerations may outweigh tax or accounting considerations, and the Committee maintains the flexibility to compensate its officers in accordance with the Company’s compensation philosophy.   For fiscal year 2017, Section 162(m) of the Code generally limitslimited the deductibility of compensation to $1 million per year for certain named executive officers of the Company, unless compensation in excess of the limit qualifiesqualified as performance-based compensation. Base salaries, time-vested restricted stock, time-vested retention payments, and bonuses that arewere not subject to the achievement of pre-established performance goals dodid not qualify as performance-based compensation, and arewere generally subject to the deduction limit. In March 2013, our stockholders approved our Amended and Restated 2008 Equity Incentive Plan that allows us to design awards that meet the conditions necessary for deductibility. We intendFor fiscal 2017, we intended for stock options, PSUs and certain annual incentive awards under our STIP to qualify as performance-based compensation.compensation under Section 162(m) of the Code. It is anticipated that changes to the tax laws effective as of January 1, 2018 will have an impact on Section 162(m) deductibility going forward. These changes could, but may not, impact compensation decisions for fiscal 2018 and beyond.   Hologic, Inc. 2017 Proxy Statement    36 Back to Contents COMPENSATION COMMITTEE REPORT   We, the Compensation Committee of the Board of Directors of Hologic, Inc., have reviewed and discussed the Compensation Discussion and Analysis (CD&A) set forth above with management of the Company, and based on such review and discussion, recommended to the Board that the CD&A be included in this report.   Compensation Committee:Committee Scott T. Garrett,Chair (current) Sally W. Crawford,Chair (former)* Scott T. Garrett Elaine S. Ullian   Hologic, Inc. 2017 Proxy Statement    37 * Ms. Crawford served as Chair of the Compensation Committee during fiscal 2017, the compensation period covered by this CD&A. Back to Contents Hologic, Inc. 2018 Proxy Statement 40 Back to Contents EXECUTIVE COMPENSATION TABLES   Summary Compensation Table   The following table presents information regarding compensation of each of the NEOs for services rendered during fiscal 2017, 2016 2015 and 2014.2015. A description of our compensation policies and practices as well as a description of the components of compensation payable to our NEOs is included above under “Compensation Discussion and Analysis.”   Name and Principal Position   Year   Salary ($)     Bonus ($)   Stock Awards ($)(1)   Option Awards ($)(2)   Non-Equity Incentive Plan Compensation ($)(3)   Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)   All Other Compensation ($)     Total ($) Stephen P. MacMillan   2016   1,000,000     —   5,437,437   1,812,490   1,875,000   —   669,665 (4)   10,794,592 Chairman, President and Chief Executive Officer   2015   1,000,000     —   5,456,214   1,811,110   2,625,000   —   441,535     11,333,859   2014   792,308 (5)   —   15,340,523   6,764,995   1,275,000   —   285,463     24,458,289 Robert W. McMahon   2016   509,192     —   1,424,951   474,993   485,000   —   318,120 (6)   3,212,256 Chief Financial Officer   2015   450,000     —   1,124,986   373,422   595,000   —   242,105     2,785,513     2014   147,115 (5)   —   699,998   700,000   120,723   —   417,877     2,085,713 Eric B. Compton   2016   508,962     —   1,499,886   499,984   490,000   —   346,704 (7)   3,345,536 Chief Operating Officer   2015   450,000     —   1,143,700   379,647   600,000   —   371,812     2,945,159     2014   199,039 (5)   —   1,099,984   349,993   160,336   —   527,551     2,336,903 John M. Griffin   2016   449,539     —   899,979   299,990   425,000   —   312,460 (8)   2,386,968 General Counsel                                         Peter J. Valenti   2016   456,962     —   749,970   249,987   435,000       253,596 (9)   2,145,515 Division President, Breast & Skeletal Health                                         Name and Principal Position Year Salary ($)(1) Bonus ($) Stock Awards ($)(2) Option Awards ($)(3) Non-Equity Incentive Plan Compensation ($)(4) Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) All Other Compensation ($)   Total ($) Stephen P. MacMillan Chairman, President and Chief Executive Officer 2017 1,048,077 — 6,229,190 1,955,682 1,545,000 — 426,959 (5) 11,204,908 2016 1,000,000 — 5,437,437 1,812,490 1,875,000 — 669,665   10,794,592 2015 1,000,000 — 5,456,214 1,811,110 2,625,000 — 441,535   11,333,859 Robert W. McMahon Chief Financial Officer 2017 549,904 — 1,312,439 437,493 405,000 — 222,233 (6) 2,927,069 2016 509,192 — 1,424,951 474,993 485,000 — 318,120   3,212,256   2015 450,000 — 1,124,986 373,422 595,000 — 242,105   2,785,513 Eric B. Compton Former Chief Operating Officer 2017 555,000 — 1,312,439 437,493 345,000 — 233,909 (7) 2,883,841 2016 508,962 — 1,499,886 499,984 490,000 — 346,704   3,345,536 2015 450,000 — 1,143,700 379,647 600,000 — 371,812   2,945,159 John M. Griffin General Counsel 2017 478,654 — 974,957 324,999 355,000 — 217,607 (8) 2,351,217 2016 449,539 — 899,979 299,990 425,000 — 312,460   2,386,968 Peter J. Valenti, III Division President, Breast & Skeletal Health 2017 488,798 — 974,957 324,999 325,000 — 205,405 (9) 2,319,159 2016 456,962 — 749,970 249,987 435,000 — 253,596   2,145,515 (1) Salaries for fiscal 2017 listed above differ slightly from the fiscal 2017 base salaries discussed in the CD&A and approved by the Compensation Committee due to an extra payroll week in fiscal 2017, payment for which is included above. (2) The amount included in the “Stock Awards” column represents the aggregate grant date fair value of RSUs and PSUs withsubject to ROIC hurdlesgoals (ROIC PSUs”) and relative shareholder return (“TSR”) goals (“TSR PSUs”) granted during the respective fiscal year. For Mr. MacMillan, the amount in fiscal 2014 also includes the grant date fair value of PSUs subject to stock price performance conditions. In addition, Mr. MacMillan’s amount includes matching RSUs granted in March 2014 with a fair value on the date of grant of $5.2 million. These matching RSUs were issued by the Company in accordance with Mr. MacMillan’s Employment Agreement, dated December 6, 2013, as a match to shares of common stock Mr. MacMillan purchased on the open market in February 2014.years. The RSUs vest annually in equal installments over timea required service period, and the PSUs vest over timecliff-vest at the end of a three-year period in the event the pre-determined performance metrics are achieved (whether ROIC hurdles or stock price performance conditions)relative TSR achievement). The values of these awards have been determined under U.S. generally accepted accounting principles, which are the values used for purposes of our consolidated financial statements. The grant date fair value of RSUs and PSUs with ROIC hurdlesPSUs are calculated using the closing price of our common stockCommon Stock on the grant date. The grant date fair value of PSUs with ROIC hurdlesPSUs assumes achievement at 100% of target. The maximum payout for PSUs with ROIC hurdlesPSUs is 200% of target. Assumingtarget and assuming achievement at 200% of target, additional compensation of approximately $3.6$2.0 million, $950,000, $1 million, $600,000,$437,000, $437,000, $325,000, and $500,000$325,000 would be recognized for ROIC PSUs granted in fiscal 20162017 for each of Messrs. MacMillan, McMahon, Compton, Griffin, and Valenti, respectively;respectively. ROIC PSUs granted in fiscal 2015 vested at 200% of target, resulting in additional compensation of approximately $3.6 million, $750,000 and $762,000 would be recognized for PSUs granted in fiscal 2015 for each of Messrs. MacMillan, McMahon, and Compton, respectively, and additional compensation of approximately $3.5 million and $750,000 would be recognized forrespectively. TSR PSUs were first granted in the fiscal 2014 for each of Messrs. MacMillan2017 grant cycle, and Compton, respectively. Given the timing of Mr. McMahon’s start date in fiscal 2014, he did not receive a PSU grant for that fiscal year. The grant date fair value of TSR PSUs subject to stock price performance conditions was calculated using the Monte Carlo simulation model. The calculation of fair value incorporates the probability of achieving more than the target value of shares granted as achievement can be up to 200% of target, however, the compensation expense recognized remains unchanged. For Mr. MacMillan, the amount in fiscal 2017 also includes matching RSUs granted on December 1, 2016 with a fair value on the date of grant of $362,228, which is equal to the number of shares held by Mr. MacMillan as of September 24, 2016. These matching RSUs were granted by the Company in accordance with Mr. MacMillan’s Amended and Restated Employment Agreement, dated September 18, 2015, as amended September 24, 2016, and vest in one installment on December 1, 2019, assuming Mr. MacMillan’s employment on that date. For more information, see “Employment Agreement” beginning on page 36. For a detailed description of the assumptions used to calculate the grant date fair value, see Note 78 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 24, 2016.30, 2017. (2)(3) The amount included in the “Option“Options Awards” column represents the grant date fair value of all stock options granted during the respective fiscal year. These stock options vest annually in equal installments over timea required service period and have a ten-year term. The values have been determined under U.S. generally accepted accounting principles, which are the values used for purposes of our consolidated financial statements. For stock option valuations, we use a binomial lattice model to determine the grant date fair value. The valuation model requires the use of certain underlying assumptions, which are based on management’s best estimates. The key assumptions used in the valuation of stock options include: expected stock price volatility, expected life of the stock option, the risk-free interest rate and dividend yield. For a detailed description of the assumptions used to calculate the grant date fair value, see Note 78 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 24, 2016.30, 2017. (3)(4) Represents cash payments under the STIP. Bonuses paid under the 2017, 2016 2015 and 20142015 STIP were based on a combination of Company and individual performance. (4)(5) The amount represents (i) the Company’s contributions to the DCP in the amount of $437,500;$312,500; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) the balance of a temporary housing allowance in the amount of $117,634;which has been discontinued; (iv) Company paid insurance premiums; (v) automobile allowance; (vi) reimbursement of expenses related to an executive leadership retreat and the Company’s annual salesforce reward trip; and (vii) tax reimbursements of $30,263$5,027 related to the leadership retreat andannual salesforce reward trip. (5) The amount represents actual base salary paidtrip; and (viii) $48,142 attributable to non-business use of private aircraft for travel to meetings of the time during which the NEO was employed by the Company during FY2014. The annualized base salary amount for FY2014 was equal to the annual base salary for FY2015.Board of Trustees of an educational institution. Hologic, Inc. 2017 Proxy Statement    38 Back to Contents (6) The amount represents (i) the Company’s contributions to the DCP in the amount of $250,000;$180,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) Company paid insurance premiums; and (iv) automobile allowance; (v) reimbursement of expenses related to an executive leadership retreat; and (vi) tax reimbursements of $13,255 related to the leadership retreat.allowance. Hologic, Inc. 2018 Proxy Statement 41 Back to Contents (7) The amount represents (i) the Company’s contributions to the DCP in the amount of $250,000 (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; (iv) Company paid insurance premiums; (v) reimbursement of expenses related to an executive leadership retreat and the Company’s annual salesforce reward trip; and (vi) tax reimbursements of $18,870 related to the leadership retreat and salesforce reward trip. (8) The amount represents (i) the Company’s contributions to the DCP in the amount of $250,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; (iv) Company paid insurance premiums; (v) reimbursement of expenses related to an executive leadership retreat; and (vi) tax reimbursements of $12,543 related to the leadership retreat. (9) The amount represents (i) the Company’s contributions to the DCP in the amount of $201,250;$180,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; (iv) Company paid insurance premiums; (v) reimbursement of expenses related to the Company’s annual salesforce reward trip; and (vi) tax reimbursements of $5,656$4,151 related to the annual salesforce reward trip. (8) The amount represents (i) the Company’s contributions to the DCP in the amount of $180,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; and (iv) Company paid insurance premiums. (9) The amount represents (i) the Company’s contributions to the DCP in the amount of $150,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; (iv) Company paid insurance premiums; (v) reimbursement of expenses related to the Company’s annual salesforce reward trip; and (vi) tax reimbursements of $6,085 related to the annual salesforce reward trip.   Grants of Plan-Based Awards         Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(2)   All Other Stock Awards: Number of   All Other Option Awards: Number of   Exercise Price of   Grant Date Fair Value of Stock and Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   Shares of Stock or Units (#)(3)   Securities Underlying Options (#)   Option Awards ($/Sh)   Option Awards ($)(4) Stephen P. MacMillan     0   1,500,000   3,000,000     11/5/2015   138,358   39.96   1,812,490   11/5/2015                           45,357           1,812,466   11/5/2015   0   90,715   181,430       3,624,971 Robert W. McMahon     0   382,500   765,000     11/5/2015   30,534   39.96   399,995   11/5/2015   10,010   400,000                                                   11/5/2015   0   20,020   40,040   799,999     All Other   All Other       3/7/2016   6,573   34.79   74,998   Estimated Possible   Estimated Future   Stock   Option   Grant     3/7/2016   2,155   74,972   Payouts Under   Payouts Under   Awards:   Awards:   Date Fair     3/7/2016   0   4,311   8,622   149,980   Non-Equity Incentive   Equity Incentive   Number of   Number of   Exercise   Value of   Eric. B Compton     0   390,000   780,000     11/5/2015   28,625   39.96   374,988   11/5/2015   9,384   374,985   Plan Awards(1)   Plan Awards(2)   Shares of   Securities   Price of   Stock and     11/5/2015   0   18,768   37,536   749,969   Stock or   Underlying   Option   Option     3/7/2016   ��   10,955   34.79   124,997 Grant   Approval   Threshold   Target   Maximum   Threshold   Target   Maximum   Units   Options   Awards   Awards     3/7/2016   3,592   124,966   3/7/2016   0   7,185   14,370   249,966 Name Date   Date   ($)   ($)   ($)   (#)   (#)   (#)   (#)(3)   (#)   ($/Sh)   ($)(4)   Stephen P. MacMillan   772,500   1,545,000   3,090,000   12/1/2016   11/7/2016   160,565   37.64   1,955,682   12/1/2016   11/7/2016   51,957   1,955,661   12/1/2016   11/7/2016   25,979   51,957   103,914   1,955,661   12/1/2016   11/7/2016   19,997   39,993   79,986   1,955,658   12/1/2016   11/7/2016   9,623 (5)   362,210   Robert W. McMahon   202,500   405,000   810,000   12/1/2016   11/7/2016   35,919   37.64   437,493   12/1/2016   11/7/2016   11,623   437,490   12/1/2016   11/7/2016   5,812   11,623   23,246   437,490   12/1/2016   11/7/2016   4,473   8,946   17,892   437,459   Eric. B. Compton   204,375   408,750   817,500   12/1/2016   11/7/2016   35,919   37.64   437,493   12/1/2016   11/7/2016   11,623   437,490   12/1/2016   11/7/2016   5,812   11,623   23,246   437,490   12/1/2016   11/7/2016   4,473   8,946   17,892   437,459   John M. Griffin     0   337,500   675,000       176,250   352,500   705,000   11/5/2015   22,900   39.96   299,990 12/1/2016   11/7/2016   26,683   37.64   324,999     11/5/2015   7,507   299,980   11/5/2015   0   15,015   30,030   599,999 Peter J. Valenti     0   343,125   686,250     11/5/2015   19,083   39.96   249,987   11/5/2015   6,256   249,990   11/5/2015   0   12,512   25,024   499,980 John M. Griffin 12/1/2016   11/7/2016   8,634   324,984   12/1/2016   11/7/2016   4,317   8,634   17,268   324,984   12/1/2016   11/7/2016   3,323   6,646   13,292   324,989     180,000   360,000   720,000   12/1/2016   11/7/2016   26,683   37.64   324,999   Peter J. Valenti, III 12/1/2016   11/7/2016   8,634   324,984   12/1/2016   11/7/2016   4,317   8,634   17,268   324,984   12/1/2016   11/7/2016   3,323   6,646   13,292   324,989   (1) Represents threshold, target and maximum award amountsannual cash incentive awards under the 20162017 STIP. The threshold amount for each NEO is 50% of target, as the minimum amount payable (subject to individual performance) if threshold performance is achieved. If the threshold is not achieved, the payment to the NEOs would be zero. The target amount is based upon achievement of the performance measures listed in the “2017 Performance Objectives and Results” in the CD&A on page 31. The actual amounts earned by each NEO are set forth in the Summary Compensation Table. (2) Represents threshold, target and maximum award amounts for the FY17-FY20 performance cycle pursuant to ROIC PSUs withand TSR PSUs issued as part of our fiscal 2017 annual equity awards. The PSUs are subject to ROIC hurdles. Thesegoals and relative TSR achievement goals. ● ROIC PSUs. ROIC PSUs vest only vest if the Company exceedsachieves a pre-determined average ROIC threshold at the end of a three-year performance period. If we fail to achieve the three-year average ROIC minimum threshold, all of the grantedROIC PSUs for that three-year performance period will be forfeited. If the target three-year average ROIC goal is achieved, 100% of the ROIC PSUs granted will vest. The maximum payout for ROIC PSUs is limited to 200% of the shares granted and is earned only if we achieve the maximum three-year average ROIC goal. Assuming achievement at 200% of target for the ROIC PSUs, additional compensation of approximately $3.6$2.0 million, $950,000, $1 million, $600,000,$437,000, $437,000, $325,000, and $500,000$325,000 would be recognized for each of Messrs. MacMillan, McMahon, Compton, Griffin, and Valenti, respectively. See “Why ROIC?”ROIC” on page [●]33 for applicable performance measures.ROIC goals. ● TSR PSUs. TSR PSUs vest only if the Company achieves a minimum relative TSR percentile at the end of a three-year performance period. If we fail to achieve the minimum relative TSR percentile, all of the TSR PSUs for that three-year performance period will be forfeited. The maximum payout for TSR PSUs is limited to 200% of the shares granted and is earned only if we achieve the maximum relative TSR percentile. Compensation expense for TSR PSUs will remain the same regardless of the percentile achieved. For TSR PSUs, threshold, target and maximum award amounts are payable upon achievement of relative TSR in the 25th, 50th and 95th percentile, respectively. (3) Represents RSUs. Hologic, Inc. 2018 Proxy Statement 42 Back to Contents (4) This column shows the full grant date fair value of RSUs, ROIC PSUs, with ROIC hurdlesTSR PSUs and stock options under U.S. generally accepted accounting principles granted to our NEOs. The RSUs vest over time and the PSUs vestcliff-vest after three years in the event the pre-determined ROIC goalsand total shareholder return targets are achieved. The grant date fair values of RSUs and PSUs are calculated using the closing price of our common stock on the grant date. The grant date fair value of PSUs assumes achievement at 100% of target. The grant date fair value of TSR PSUs was calculated using the Monte Carlo simulation model. For stock option valuations, we use a binomial lattice model to determine the grant date fair value. For a detailed description of the assumptions used to calculate the grant date fair value, see Note 78 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 24, 2016.30, 2017. (5) Represents matching RSUs granted pursuant to the terms of Mr. MacMillan’s Employment Agreement. For more information, see “Employment Agreement” beginning on page 36.   Hologic, Inc. 2017 Proxy Statement    39 Back to Contents Outstanding Equity Awards at Fiscal Year-End                                       Option Awards   Stock Awards   Option Awards   Stock Awards   Equity Incentive             Equity Incentive   Equity Incentive   Equity Incentive   Plan Awards:             Plan Awards:   Plan Awards:   Plan Awards:   Market or             Number of   Market or Payout   Number of   Payout Value     Number of   Number of       Market Value   Unearned   Value of Unearned   Number of   Number of   Market Value   Unearned   of Unearned     Securities   Securities   Number of   of Shares or   Shares, Units   Shares, Units or   Securities   Securities   Number of   of Shares or   Shares, Units   Shares, Units or     Underlying   Underlying   Option   Shares or   Units of Stock   or Other Rights   Other Rights   Underlying   Underlying   Option   Shares or   Units of Stock   or Other Rights   Other Rights     Unexercised   Unexercised   Exercise   Option   Units of Stock   That Have Not   That Have Not   That Have Not   Unexercised   Unexercised   Exercise   Option   Units of Stock   That Have Not   That Have Not   That Have Not     Options (#)   Options (#)   Price   Expiration   That Have Not   Vested   Vested   Vested   Options (#)   Options (#)   Price   Expiration   That Have Not   Vested   Vested   Vested   Name   Exercisable   Unexercisable   ($)   Date   Vested (#)   ($)(1)   (#)(2)   ($)(1) (2)   Exercisable   Unexercisable   ($)   Date   Vested (#)   ($)(1)   (#)(2)   ($)(1) (2)   Stephen P. MacMillan   345,593     518,391 (3)    22.29   12/06/2020                           518,389   345,595 (3) 22.29   12/06/2020     38,168     152,676 (4)    26.21   11/07/2024                         138,358 (5)    39.96   11/05/2025                                 95,335 (11)    3,665,631                         237,500 (12)    9,131,875                         52,044 (14)    2,001,092                         45,357 (16)    1,743,977                                 314,042 (10)    12,074,915                     277,564 (13)    10,672,336                     181,430 (15)    6,975,984 Stephen P. MacMillan 76,337   114,507 (4) 26.21   11/07/2024   34,589   103,769 (5) 39.96   11/05/2025         160,565 (6) 37.64   12/01/2026   47,688 (11) 1,748,939         34,696 (13) 1,272,996         30,238 (15) 1,109,432         51,957 (19) 1,906,302         9,623 (25) 353,068         277,564 (12) 10,183,824             181,430 (14) 6,656,666             103,914 (23) 3,812,604             79,986 (24) 2,934,686     33,452     50,180 (6)    23.82   5/26/2021                       50,179   33,453 (7) 23.82   05/26/2021             7,869     31,480 (4)    26.21   11/07/2024                         30,534 (5)    39.96   11/05/2025                         6,573 (7)    34.79   3/07/2026                                 14,694 (17)    564,984                         10,731 (14)    412,607                         10,010 (16)    384,885                         2,155 (19)    82,860                                 57,230 (13)    2,200,494                     40,040 (15)    1,539,538                     8,622 (18)    331,516 Eric B. Compton   19,073     28,610 (8)    20.89   4/14/2021                       8,001     32,004 (4)    26.21   11/07/2024                         28,625 (5)    39.96   11/05/2025                         10,955 (7)    34.79   3/07/2026                                 8,377 (21)    322,096                         10,909 (14)    419,451                         9,384 (16)    360,815                         3,592 (19)    138,112                                 71,804 (20)    2,760,864                     58,182 (13)    2,237,098                     37,536 (15)    1,443,259                     14,370 (18)    552,527 John M. Griffin   4,906     19,624 (9)    32.38   3/01/2025                             22,900 (5)    39.96   11/05/2025                                             7,128 (23)    274,072                                     7,507 (16)    288,644                                                 38,014 (22)    1,461,638                                     30,030 (15)    1,154,654 Pete J. Valenti         23,298 (6)    23.82   5/26/2021                           4,197     16,789 (4)    26.21   11/07/2024                                 19,083 (5)    39.96   11/05/2025                                                 6,822 (17)    262,306                                     5,723 (14)    220,049                                     6,256 (16)    240,543                                                 30,522 (13)    1,173,571                                     25,024 (15)    962,173 Robert W. McMahon 15,739   23,610 (4) 26.21   11/07/2024           7,633   22,901 (5) 39.96   11/05/2025           1,643   4,930 (8) 34.79   03/07/2026             35,919 (6) 37.64   12/01/2026             7,347 (16) 269,561         7,154 (13) 262,480         6,707 (15) 246,080         1,444 (18) 52,980         11,623 (19) 426,448         57,230 (12) 2,099,768         40,040 (14) 1,469,068     8,622 (17) 316,342     23,246 (23) 852,896     17,892 (24) 656,458     Hologic, Inc. 2017 Proxy Statement    40 Hologic, Inc. 2018 Proxy Statement 43 Back to Contents                                         Option Awards   Stock Awards                                 Equity Incentive                               Equity Incentive   Plan Awards:                               Plan Awards:   Market or                               Number of   Payout Value       Number of   Number of               Market Value   Unearned   of Unearned       Securities   Securities           Number of   of Shares or   Shares, Units   Shares, Units or       Underlying   Underlying   Option       Shares or   Units of Stock   or Other Rights   Other Rights       Unexercised   Unexercised   Exercise   Option   Units of Stock   That Have Not   That Have Not   That Have Not       Options (#)   Options (#)   Price   Expiration   That Have Not   Vested   Vested   Vested   Name   Exercisable   Unexercisable   ($)   Date   Vested (#)   ($)(1)   (#)(2)   ($)(1) (2)   Eric B. Compton   28,609   19,074 (9) 20.89   04/14/2021                     16,002   24,003 (4) 26.21   11/07/2024                     7,156   21,469 (5) 39.96   11/05/2025                     2,378   8,217 (8) 34.79   03/07/2026                         35,919 (6) 37.64   12/01/2026                                     4,189 (20) 153,694                             7,273 (13) 266,846                             6,256 (15) 229,533                             2,407 (18) 88,313                             11,623 (19) 426,448                             58,182 (12) 2,134,698                                     37,536 (14) 1,377,196                             14,370 (17) 527,236                             23,246 (23) 852,896                             17,892 (24) 656,458   John M. Griffin   9,812   14,718 (10) 32.38   03/01/2025                     5,725   17,175 (5) 39.96   11/05/2025                         26,683 (6) 37.64   12/01/2026                                     4,752 (22) 174,351                             5,005 (15) 183,633                             8,634 (19) 316,781                             38,014 (21) 1,394,734                                     30,030 (14) 1,101,800                             17,268 (23) 633,563                             13,292 (24) 487,683   Peter J. Valenti, III   8,394   15,532 (7) 23.82   05/26/2021                     4,770   12,592 (4) 26.21   11/07/2024                         14,313 (5) 39.96   11/05/2025                         26,683 (6) 37.64   12/01/2026                                     3,411 (16) 125,150                             3,815 (13) 139,972                             4,171 (15) 153,034                             8,634 (19) 316,781                                     30,522 (12) 1,119,852                             25,024 (14) 918,130                             17,268 (23) 633,563                             13,292 (24) 487,683   Back to Contents (1) (1) Based upon the closing price of $38.45,$36.69, which was the closing market price on NASDAQ of our common stock on September 23, 2016,29, 2017, the last trading day of our common stock in fiscal 2016.2017. The Market Valuemarket value of PSUs or RSUs that have not vested was determined by multiplying the closing market price by the number of PSUs or RSUs, respectively. (2) The number and value of PSUs is based on achieving maximum performance, which is 200% of target. (3) These stock options were granted on December 6, 2013 and vest over five years in equal annual installments through December 6, 2018. (4) These stock options were granted on November 7, 2014 and vest over five years in equal annual installments through November 7, 2019. (5) These stock options were granted on November 5, 2015 and vest over four years in equal annual installments through November 5, 2019. (6) These stock options were granted on December 1, 2016 and vest over four years in equal annual installments through December 1, 2020. (6) (7) These stock options were granted on May 26, 2014 and vest over five years in equal annual installments through May 26, 2019. (7)(8) These stock options were granted on March 7, 2016 and vest over four years in equal annual installments through March 7, 2020. (8)(9) These stock options were granted on April 14, 2014 and vest over five years in equal annual installments through April 14, 2019. (9)(10) These stock options were granted on March 1, 2015 and vest over five years in equal annual installments through March 1, 2020. (10)(11) Represents PSUs with ROIC hurdles that were granted on December 6, 2013 and vest in one installment on December 6, 2016 only if the Company achieves pre-determined annual ROIC minimum improvement hurdles and exceeds a three-year average threshold at the end of a three-year performance period. See “Why ROIC?” on page [●] for applicable performance measures. (11) These RSUs were granted on December 6, 2013 and vest over four years in equal annual installments through December 6, 2017. Hologic, Inc. 2018 Proxy Statement 44 Back to Contents (12) (12) Represents matching RSUs that were granted on March 1, 2014 and vest over three years through March 1, 2017. In February 2014, Mr. MacMillan invested approximately $5.0 million in the Company through open market purchases of common stock (the “Purchased Shares”). Pursuant to the terms of his Employment Agreement, the Purchased Shares were matched by the Company 1:1 in “matching RSUs” on March 1, 2014. Matching RSUs are subject to three-year cliff vesting, are conditioned upon Mr. MacMillan’s continued employment (subject to certain limited exceptions), and are forfeited if Mr. MacMillan sells, or otherwise disposes of any of the Purchased Shares prior to the relevant vesting date. (13) RepresentsROIC PSUs with ROIC hurdles that were granted on November 7, 2014 and vestwhich vested in one installment on November 7, 2017 only if the2017. The Company achievesachieved pre-determined annual ROIC minimum improvement hurdles for each year during the FY15-FY17 performance period and exceeds aexceeded the three-year average threshold at the end of athe three-year performance period.period, resulting in vesting at 200% of target. See “Why ROIC?” on page [●]33 for applicable performance measures. (14)(13) These RSUs were granted on November 7, 2014 and vest over four years in equal annual installments through November 7, 2018. (15)(14) Represents PSUs with ROIC hurdlesPSUs that were granted on November 5, 2015 and vest in one installment on November 5, 2018 only if the Company exceeds a three-year average ROIC threshold at the end of a three-year performance period. See “Why ROIC?” on page [●]33 for applicable performance measures. (16)(15) These RSUs were granted on November 5, 2015 and vest over three years in equal annual installments through November 5, 2018. (17)(16) These RSUs were granted on May 26, 2014 and vest over four years in equal annual installments through May 26, 2018. (18)(17) Represents PSUs with ROIC hurdlesPSUs that were granted on March 7, 2016 and vest in one installment on March 7, 2019 only if the Company exceeds a three-year average ROIC threshold at the end of a three-year performance period. See “Why ROIC?” on page [●]33 for applicable performance measures. (19)(18) These RSUs were granted on March 7, 2016 and vest over three years in equal annual installments through March 7, 2019. (20)(19) Represents PSUs with ROIC hurdles thatThese RSUs were granted on April 14, 2014December 1, 2016 and vest over three years in one installment on April 14, 2017 only if the Company achieves pre-determinedequal annual ROIC minimum improvement hurdles and exceeds a three-year average ROIC threshold at the end of a three-year performance period. See “Why ROIC?” on page [●] for applicable performance measures.installments through December 1, 2019. (21)(20) These RSUs were granted on April 14, 2014 and vest over four years in equal annual installments through April 14, 2018. (22)(21) Represents PSUs with ROIC hurdles that werePSUs granted on February 2, 2015, andwhich vest in one installment on February 2, 2018, only ifassuming the NEO is still employed on such date. The Company achievesachieved pre-determined annual ROIC minimum improvement hurdles for each year during the FY15-FY17 performance period and exceeds aexceeded the three-year average ROIC threshold at the end of athe three-year performance period.period, resulting in satisfaction of the performance conditions at 200% of target. See “Why ROIC?” on page [●]33 for applicable performance measures. (23)(22) These RSUs were granted on February 2, 2015 and vest over four years in equal annual installments through February 2, 2019. (23) Represents ROIC PSUs that were granted on December 1, 2016 and vest in one installment on December 1, 2019 only if the Company achieves a minimum three-year average ROIC threshold at the end of the three-year performance period. See “Why ROIC?” on page 33 for applicable performance measures. (24) Represents TSR PSUs granted on December 1, 2016 and vest in one installment on December 1, 2019 only if the Company achieves the minimum total shareholder return target relative to a defined peer group. (25) Represents matching RSUs that were granted on December 1, 2016 and vest in one installment on December 1, 2019. Matching RSUs were granted pursuant to Mr. MacMillan’s Employment Agreement and are conditioned on Mr. MacMillan’s continued employment.   Option Exercises and Stock Vested     Option Awards   Stock Awards   Number of Shares   Value Realized       Value Realized                       Acquired on Exercise   on Exercise   Number of Shares   On Vesting   Option Awards   Stock Awards Name   (#)   ($)   Acquired on Vesting   ($)(1)   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting     Value Realized on Vesting ($)(1)   Stephen P. MacMillan     —       —       65,015       2,584,613   —   —   625,394 (2)   24,851,934   Robert W. McMahon     —       —       10,923       392,666   —   —   14,938 (3)   611,751   Eric B. Compton     —       —       7,825       298,237   —   —   82,504 (4)   3,470,915   John M. Griffin     —       —       2,375       82,721   —   —   4,878 (5)   189,057   Peter J. Valenti     7,766       77,714       5,318       192,238 Peter J. Valenti, III   7,766   152,632   7,404 (6)   301,065   (1) Value realized is calculated based on the number of shares vested multiplied by the closing price of our common stock on the date of vesting. This calculation does not account for shares withheld for tax purposes, but rather represents the gross value realized. (2) Includes 588,418 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan. (3) Includes 7,347 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan. (4) Includes 7,824 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan. (5) Includes 2,502 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan. (6) Includes 2,085 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan.   Hologic, Inc. 2017 Proxy Statement    41 Hologic, Inc. 2018 Proxy Statement 45 Back to Contents Back to Contents Potential Payments upon Termination or Change of Control   The following table shows potential payments upon termination or a change of control for our NEOs. The terms and conditions of our employment, change of control and severance agreements with all of our NEOs are discussed above under “Compensation Discussion and Analysis – Employment, Change of Control and Severance Agreements.”             Potential Payment on Involuntary       Potential Payment on   Termination (Without Cause) or   Potential Payment on   Voluntary Termination or   Termination by Executive for   Change of Control   Termination for Cause   Good Reason Name(a)   ($)(1)(b)   ($)(2)(c)   ($)(3)(d) Name Potential Payment on Change of Control ($)(1) Potential Payment on Voluntary Termination or Termination for Cause ($)(2) Potential Payment on Involuntary Termination (Without Cause) or Termination by Executive for Good Reason ($)(3)   Stephen P. MacMillan                 Cash Severance   8,745,750   0   5,750,000 9,104,550 — 5,150,000   Share Awards(4)   41,441,224   —   — 24,361,229 —   Accelerated DCP(5)   644,745   —   — 354,167 —   Health/Welfare Benefits(6)   53,169   —   — 49,785 —   Total   50,884,888   0   5,750,000 33,869,731 — 5,150,000   Robert W. McMahon                 Cash Severance   2,975,050   0   984,752 3,094,650 — 1,035,000   Share Awards(4)   4,578,509   —   — 4,642,155 —   Accelerated DCP(5)   381,804   —   — 203,333 —   Health/Welfare Benefits(6)   19,814   —   19,814 18,939 — 18,939   Total   7,955,177   0   1,004,566 7,959,077 — 1,053,939   Eric B. Compton                 Cash Severance   3,019,900   0   998,077 3,059,767 — 1,023,333   Share Awards(4)   5,628,340   —   — 4,507,608 —   Accelerated DCP(5)   396,381   —   — 203,333 —   Health/Welfare Benefits(6)   18,455   —   18,455 17,537 — 17,537   Total   9,063,076   0   1,016,532 7,788,245 — 1,040,870   John M. Griffin                 Cash Severance   2,616,250   0   862,500 2,581,367 — 863,333   Share Awards(4)   1,955,400   —   — 2,547,091 —   Accelerated DCP(5)   269,270   —   — 203,333 —   Health/Welfare Benefits(6)   17,722   —   17,722 16,595 — 16,595   Total   4,858,642   0   880,222 5,348,386 — 879,928   Peter J. Valenti             Peter J. Valenti, III     Cash Severance   927,084   0   571,875 925,833 — 600,000   Share Awards(4)   2,308,302   —   — 2,646,413 —   Accelerated DCP(5)   249,312   —   — 167,083 —   Health/Welfare Benefits(6)   17,722   —   — 16,595 —   Total   3,502,420   0   571,875 3,755,924 — 600,000   (1) Benefits and payments calculated assuming the executive’s employment was terminated by us without cause or by the executive for good reason on September 24, 201630, 2017 following a change of control and payable as a lump sum. (2) Benefits and payments calculated assuming the executive’s employment was terminated voluntarily or by us for cause on September 24, 201630, 2017 and payable as a lump sum. (3) Benefits and payments calculated assuming the executive’s employment was terminated by us without cause or by the executive for good reason on September 24, 201630, 2017 and payable as a lump sum. (4) Assumes a change of control price of $38.45,$36.69, which was the closing market price on NASDAQ of our common stock on September 23, 2016,29, 2017, the last trading day for our common stock in fiscal 2016.2017. In the event of an executive’s death or disability, the value of the accelerated stock options, RSUs and PSUs would be as shown in column (b). (5) Under the terms of our DCP (see discussion below), employer contributions to the DCP are fully vested in the event of (1) the executive’s death, disability or a change of control or (2) the executive’s retirement after the attainment of certain age and/or service milestones. (6) Includes medical and dental benefits.    Hologic, Inc. 2017 Proxy Statement    42 Hologic, Inc. 2018 Proxy Statement 46 Back to Contents Back to Contents Non-Qualified Deferred Compensation     Executive   Registrant   Aggregate   Aggregate   Aggregate   Contributions   Contributions   Earnings   Withdrawals/   Balance at   in Last FY   in Last FY   in Last FY   Distributions   Last FYE Name   ($)   ($)(1)   ($)   ($)   ($)(2)     Executive Contributions in Last FY ($)   Registrant Contributions in Last FY ($)(1)   Aggregate Earnings in Last FY ($)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at Last FYE ($)   Stephen P. MacMillan   2,036,058   437,500   276,130   —   4,318,509       468,750   312,500   692,818   —   5,792,577 (2)   value of deferred equity   23,417,580 (3) —   —   —   21,589,056 (4) Robert W. McMahon   120,644   250,000   60,705   —   638,194   295,471   180,000   185,030   —   1,298,695 (2)   value of deferred equity   318,492 (3) —   —   —   269,561 (4) Eric B. Compton   385,138   250,000   58,901   —   907,312   383,358   180,000   152,717   —   1,623,387 (2)   value of deferred equity   318,295 (3) —   —   —   287,063 (4) John M. Griffin   49,327   250,000   22,626   —   321,953   159,462   180,000   81,361   —   742,775 (2) Peter J. Valenti   —   201,250   20,770   —   265,021   value of deferred equity   95,276 (3) —   —   —   91,798 (4) Peter J. Valenti, III   —   150,000   58,494   —   473,515 (2)   value of deferred equity   73,397 (3) —   —   —   76,499 (4) (1) These contributions, which were made pursuant to our Non-Qualified Deferred Compensation Plan, were determined and paid in November 20152016 (fiscal 2016)2017). These amounts are included in the “All Other Compensation” column of the Summary Compensation Table. (2) The following amounts of the reported aggregate balance were compensation for fiscal 20152016 and are included in the “All Other Compensation” column of the Summary Compensation Table for that year: Mr.Messrs. MacMillan, $250,000; Mr.$437,500; McMahon, $150,000 and Mr.$250,000, Compton, $175,000. Messrs.$250,000, Griffin, $250,000 and Valenti, joined$201,250. (3) Reflects value, as of the Company investing date, of equity which vested during fiscal 20152017 but as to which settlement has been deferred pursuant to the Company’s Amended and thus did not receive a contribution in thatRestated Deferred Equity Plan. (4) Reflects value, as of September 30, 2017, of equity which vested during fiscal year.2017 but as to which settlement has been deferred pursuant to the Company’s Amended and Restated Deferred Equity Plan.   Non-Qualified Deferred Compensation Plan.Effective as of March 15, 2006, we adopted a Non-Qualified Deferred Compensation Plan (the “DCP”), to provide non-qualified retirement benefits to a select group of our senior management and highly compensated employees including the NEOs. The DCP was amended and restated on each of October 15, 2011, November 5, 2013 (effective as of October 15, 2013) and September 17, 2015. The DCP is a deferred compensation plan that permits our NEOs to contribute up to 75% of their annual base salary and 100% of their annual bonus to a supplemental retirement account. In addition, the Company retains the ability to make annual discretionary contributions to the DCP on behalf of participants. Each DCP contribution the Company makes on behalf of our NEOs is subject to a three-year vesting schedule, such that one-third of each contribution vests annually and each contribution is fully-vested three years after the contribution is made. In addition, Company contributions become fully vested upon (1) death, disability or a change of control, (2) retirement after the attainment of certain age and/or service milestones, or (3) as otherwise provided by the Compensation Committee in its sole discretion. Elective contributions made by the NEOs are 100% vested.   A separate DCP account is established for each NEO and each account is credited with earnings, if any, based on the performance of mutual funds in which the account is invested. The obligations under the DCP are our general unsecured obligations to pay money in the future. We established a rabbi-trustrabbi trust as a source of funds which can satisfy the obligations under the DCP. An NEO has no rights to any assets held by the rabbi-trust,rabbi trust, except as general creditors. An NEO’s rights to any amounts credited to his DCP account may not be alienated, sold, transferred, assigned, pledged, attached or otherwise encumbered by the NEO, but may pass upon his death pursuant to a beneficiary designation in accordance with the terms of the DCP.   DCP benefits are paid in lump sum, or at the NEO’s election, in annual installments for a period of up to fifteen years. Distributions of DCP benefits will begin following the earlier of the NEO’s normal retirement date or a date-certain distribution date elected by the participant. In certain instances, the Internal Revenue Code of 1986, as amended, requires that distribution not be made to aan NEO until six months after his separation from service. An NEO may also receive a distribution if he or she suffers an unforeseeable emergency in accordance with the Internal Revenue Code of 1986, as amended.   Deferred Equity Plan. The Hologic, Inc. 2017 Proxy Statement    43 Deferred Equity Plan, as amended (the “DEP”) is designed to allow executives and non-employee directors to accumulate Hologic stock in a tax-efficient manner and assist them in meeting their long-term equity accumulation goals and stock ownership guidelines. Participants may elect to defer the settlement of RSUs and PSUs granted under the Amended and Restated 2008 Equity Incentive Plan until separation from service or separation from service plus a fixed number of years. Participants may defer settlement by vesting tranche. Although the equity will vest on schedule, if deferral of settlement is elected, no shares will be issued until the settlement date. The settlement date will be the earlier of death, disability, change in control or separation from service/separation from service plus number of years elected. All of our NEOs have elected to participate in the DEP. Hologic, Inc. 2018 Proxy Statement 47 Back to Contents Back to Contents DIRECTOR COMPENSATION    The Board of Directors has approved a compensation structure for non-employee directors consisting of a $70,000 cash retainer, an annual equity award with a cash retainervalue of $185,000, and, for some positions, a supplemental cash retainer. The annual compensation payable to each non-employee director equals $235,000 (not including any supplemental cash retainer).retainer, as described below. Our Lead Director also receives an additional annual equity grant valued at $60,000.   The Compensation Committee, in conjunction with the Board of Directors, periodically reviews compensation paid to non-employee directors and makes recommendations for adjustments, as appropriate. TheIn December 2016, the Compensation Committee did not recommend,recommended, and the Board did not approve, any changesapproved, a $10,000 increase in cash compensation for(from $60,000 to $70,000) and a $10,000 increase in equity compensation (from $175,000 to $185,000), beginning in the second quarter of fiscal 2016. In March 2016, however,2017. No change was made to committee retainers or to the Board eliminated a fixed value $175,000 sign-on equity grant for new directors. A non-employee director who joins the Board after the date of an Annual Meeting receives a pro-ratedLead Director’s annual equity grant based on the number of days served from appointment through the next Annual Meeting.value.   The Company reimburses all directors for reasonable travel expenses incurred in connection with Board and committee meetings. We also extend coverage to them under our directors’ and officers’ indemnity insurance policies. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors.   Cash Retainers   Board members.members. In fiscal 2016, each2017, the non-employee director receivedannual cash retainer was $60,000 during the first quarter and $70,000 during each subsequent quarter, resulting in an effective annual cash retainer of $60,000, one-fourth$67,500 ($15,000 of which iswas paid for the first quarter of fiscal 2017 and $17,500 of which was paid for each quarter.of the second, third and fourth fiscal quarters).   Committee members. Not including the Chairs, each member of the Audit and Finance Committee and the Compensation Committee receives a supplemental annual cash retainer of $10,000, one-fourth of which is paid each quarter. Not including the Chairs, each member of the Nominating and Corporate Governance Committee receives a supplemental annual cash retainer of $6,000, one-fourth of which is paid each quarter.   Committee Chairs. The Chair of each of the Audit and Finance Committee and the Compensation Committee receives a supplemental annual cash retainer of $20,000, one-fourth of which is paid each quarter. The Chair of the Nominating and Corporate Governance Committee receives a supplemental annual cash retainer of $12,000, one-fourth of which is paid each quarter.   Lead Director. The Lead Director does not receive a supplemental annual cash retainer, other than for service as a committee member or Chair. The Lead Director is compensated for his or her additional service as the Lead Director in the form of equity only.   Equity Awards   Board members. Each non-employee director receives an annual equity grant having a value of $175,000$185,000 (as determined under generally accepted accounting principles) on the date of the grant. Of this award, $87,500$92,500 consists of restricted stock units (“RSUs”) and $87,500$92,500 consists of options to purchase common stock of the Company. The RSUs and options are granted on the date of each Annual Meeting and vest on the date of the next year’s Annual Meeting, and theMeeting; options have a term of ten years. A non-employee director who joins the Board after the date of an Annual Meeting receives a pro-rated grant based on the number of days served through the next Annual Meeting.   Lead Director. Our independent Lead Director receives, in addition to the annual board grant, an annual Lead Director grant having a value of $60,000 (as determined under generally accepted accounting principles). Of this award, $30,000 consists of RSUs and $30,000 consists of options to purchase common stock of the Company. The RSUs and options vest over a one-year period and the options have a term of ten years.   Beginning in fiscal 2016, the Compensation Committee approved awarding the annual equity grants on the date of the Annual Meeting of Stockholders following the election or re-election of directors. Each of our non-employee directors elected at our Annual Meeting in March 20162017 received an annual equity grant. TwoOne of our former directors, Messrs. Christodoro and Merksamer,Christopher Coughlin, forfeited this annual equity grant due to theirhis resignation from the Board immediatelyin March2017 after the 20162017 Annual Meeting. Stock Ownership Guidelines   We believe that stock ownership by our non-employee directors aligns the interests of our directors with the long-term interests of our stockholders. Accordingly, the Company has significant stock ownership guidelines in place. In June 2015, the Board of Directors strengthened these ownership guidelines by increasing them for non-employee directors from three times annual base cash retainer to five times annual base cash retainer. Each non-employee director is expected to meet this ownership guideline within five years of his or her election to the Board or June 2020, whichever is later. For purposes of meeting these guidelines, only the value of shares which are issued and outstanding, or restricted stock units which have vested but as to which settlement has been deferred, will be counted. All of our non-employee directors either currently meet our director stock ownership guidelines or we expect that they will meet the guidelines within five years of becoming a director. For information regarding the stock ownership guidelines applicable to our Chief Executive Officer and other executive officers, please see the Compensation Discussion and Analysis section titled “Executive Stock Ownership Guidelines.” Stock Ownership Guidelines We believe that stock ownership by our non-employee directors aligns the interests of our directors with the long-term interests of our stockholders. Accordingly, the Company has significant stock ownership guidelines in place. In June 2015, the Board of Directors strengthened these ownership guidelines by increasing them for non-employee directors from three times annual base cash retainer to five times annual base cash retainer. Each non-employee director is expected to meet this ownership guideline within five years of his or her election to the Board or June 2020, whichever is later. For purposes of meeting these guidelines, only the value of shares which are issued and outstanding, or restricted stock units which have vested but as to which settlement has been deferred, will be counted. All of our non-employee directors either currently meet our director stock ownership guidelines or are on track to meet the guidelines within five years of becoming a director. For information regarding the stock ownership guidelines applicable to our Chief Executive Officer and other executive officers, please see the Compensation Discussion and Analysis section titled “Executive Stock Ownership Guidelines.”   Hologic, Inc. 2017 Proxy Statement    44 Back to Contents Hologic, Inc. 2018 Proxy Statement     48 Back to Contents The following table sets forth the compensation paid to our non-employee directors for service on our Board during the fiscal year ended September 24, 2016. Ms. Wendell is not listed as she joined our Board in fiscal30, 2017. Compensation for Stephen P. MacMillan, our Chairman, President and Chief Executive Officer, is set forth in the Summary Compensation Table on page [●].41. Mr. MacMillan does not receive any additional compensation for his service as a director.   20162017 DIRECTOR COMPENSATION TABLE       Fees Earned   Stock     Option           or Paid in Cash   Awards     Awards     Total Name   ($)   ($)(1)     ($)(1)     ($) Jonathan Christodoro*   36,000   87,469 (2)    87,492 (2)    210,961 Christopher J. Coughlin   35,000   87,469     87,492     209,961 Sally W. Crawford   85,000   87,469     87,492     259,961 Scott T. Garrett   74,000   87,469     87,492     248,961 David LaVance, Jr.*   38,000   — (3)    — (3)    38,000 Nancy L. Leaming   85,000   87,469     87,492     259,961 Lawrence M. Levy   72,000   87,469     87,492     246,961 Samuel Merksamer*   38,000   87,469 (2)    87,492 (2)    212,961 Christiana Stamoulis   73,000   87,469     87,492     247,961 Elaine S. Ullian   82,000   117,490     117,491     316,981 Wayne Wilson*   40,000   — (3)    — (3)    40,000 Name Fees Earned or Paid in Cash ($)    Stock Awards ($)(1)      Option Awards ($)(1)     Total ($) Christopher J. Coughlin* 40,000   — (2)   — (2)   40,000 Sally W. Crawford 97,500   92,476     92,493     282,469 Charles J. Dockendorff 26,667   75,540     75,544     177,751 Scott T. Garrett 83,500   92,476     92,493     268,469 Nancy L. Leaming* 40,000   — (3)   — (3)   40,000 Lawrence M. Levy 73,500   92,476     92,493     258,469 Christiana Stamoulis 77,500   92,476     92,493     262,469 Elaine S. Ullian 89,500   122,490     122,496     334,486 Amy M. Wendell 60,000   112,258     112,293     284,551 *Served as a director for a portion of fiscal 2017. As of fiscal year end, this former director did not have any Stock Awards or Option Awards outstanding. * Served as a director for a portion of fiscal 2016. As of fiscal year end, this director did not have any Stock Awards or Option Awards outstanding. (1) The value of Stock Awards and Option Awards represents the grant date fair value of such award. The fair value of Stock Awards, which are RSUs, is based on the closing price of our common stock on the grant date. The fair value of Option Awards, which are stock options, is determined by use of a binomial lattice model. For a detailed description of the assumptions used to calculate the grant date fair value of stock options, see Note 78 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 24, 2016.30, 2017. (2) These awards were forfeited due to the resignation of this individual from our Board in March 2016,2017, just after grant. (3) As this individual did not stand for re-election at our March 20162017 Annual Meeting, heshe did not receive the annual equity award granted to directors in March 2016 after election or re-election to2017 following our Board.Annual Meeting.   The following table sets forth the aggregate number of Stock Awards and Option Awards (representing unexercised option awards, both exercisable and unexercisable, and unvested RSUs) held at September 24, 201630, 2017 by each person then serving as a director.       Number of Units of   Number of Shares     Stock that have not   Subject to Option     Vested   Awards Held Name   (#)   (#) Christopher J. Coughlin   2,427   7,402 Sally W. Crawford   2,427   165,924 Scott T. Garrett   2,427   51,791 Nancy L. Leaming   2,427   128,115 Lawrence W. Levy   2,427   165,924 Christiana Stamoulis   2,427   84,117 Elaine S. Ullian   3,260   169,571 Name Number of Units of Stock that have not Vested (#) Number of Shares Subject to Option Awards Held (#) Sally W. Crawford 2,206 59,966 Charles J. Dockendorff 1,747 5,396 Scott T. Garrett 2,206 58,607 Lawrence W. Levy 2,206 72,740 Christiana Stamoulis 2,206 90,933 Elaine S. Ullian 2,922 78,598 Amy S. Wendell 2,206 8,316   Hologic, Inc. 2017 Proxy Statement    45 Hologic, Inc. 2018 Proxy Statement 49 Back to Contents Back to Contents Proposal No. 2 Non-Binding Advisory Vote to 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, although we are asking stockholders to express their preference with regards to the frequency of future votes (see Proposal No. 3).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 2016, despite the negative impact of foreign exchange,2017, the Company delivered strong operating performance, with revenue increasing 4.7%8% and earnings per share increasing 158%128%.   Each year, we take into account the result of the “say-on-pay” vote cast by our stockholders. At our 20162017 Annual Meeting, we saw a slightan increase in support from 2015.2016. Our Compensation Committee continually evaluates the design and direction of our 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 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 structure. We believe theseStockholders 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 reflectionalso were strongly in favor of stockholder feedback. Accordingly, the Compensation Committee continued to usekeeping ROIC as a performance metric and granted PSUs tied to ROIC as a significant component of the fiscal 2016 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 ●41 for additional details about our executive compensation programs, including information about the fiscal 20162017 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 instructed otherwise.   Hologic, Inc. 2017 Proxy Statement    46 Back to Contents Proposal No. 3Hologic, Inc. 2018 Proxy Statement Non-Binding Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation50   In addition Back to providingContents Proposal No. 3 Approve the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan Summary 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 15, 2017, our Board, 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: ● increase the number of shares of common stock available for grant under the plan by 4,500,000 shares; ● impose award limits for Directors; ● provide for minimum vesting periods; ● 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; ● eliminate liberal share recycling with respect to options; and ● 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: ● providing motivation to achieve the Company’s financial goals; ● promoting retention through the use of multi-year vesting schedules; ● encouraging loyalty; ● fostering alignment with the interests of Hologic stockholders; and ● 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 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 Current A&R Plan, 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 opportunity to cast an advisory vote to approve executive compensation, Section 14ACompany’s Annual Meeting of Shareholders, which may vest on the date of the Exchange Act also enablesCompany’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 stockholderscompany, as applicable, and repayment when required by any policy adopted by the Nasdaq Stock Market. Award Limits. The current A&R Plan provides that: ● 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 51 Back to indicate how frequently we should seek an advisory voteContents ● 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 our equity plans, divided by the sum of the total common stock outstanding, the number of equity awards outstanding and the total number of shares available for grant under our Company’s equity plans. Our share burn rate for the past three fiscal years was approximately 0.94%, which is comparable to the 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 approved, our overhang would increase to 7.16%, which is still significantly less than that of the median of the peer group. The following table 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 of the Proposed A&R Plan is qualified in its entirety by reference to the complete text of the Proposed A&R Plan, which is set forth inAnnex B to this proxy statement. Stockholders are encouraged to read the text of the Proposed A&R Plan in its entirety. Purpose.The purpose of the 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. Effective Date. The Proposed A&R Plan will become effective on the date of our named executive officers, as disclosedAnnual Meeting of Stockholders, if it is approved by our stockholders. Term.The term of the 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 Proposed A&R Plan after December 15, 2027. Securities to be Offered and Eligible Participants. The Proposed A&R Plan provides for the issuance of a maximum of 36,000,000 shares pursuant to the SEC’s compensation disclosure rules,grant of options (“Options”); restricted stock awards; and as described in Proposal No. 2 included on page ● of this proxy statement. By voting on this Proposal No. 3, stockholders may indicate whether they would prefer an advisory vote on namedother 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, consultants, directors, executive officer compensation once every one, two, or three years. After consideration of this proposal,officers and any other persons who our Board has determined to have made (or is expected to make) contributions to our Company. All of our employees, executive officers and non-employee directors are eligible to participate in the Proposed A&R Plan; as of September 30, 2017, we had 6,233 full-time employees and 7 non-employee directors. Hologic, Inc. 2018 Proxy Statement     52 Back to Contents The shares of our common stock available for issuance under the 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 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 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 advisory voteOption 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 executivethe open market with the proceeds of an Option Award. Shares issued pursuant to awards under the Proposed A&R Plan may be authorized and unissued shares or shares that we reacquired including in the open market. The aggregate number of shares issued under the Proposed A&R Plan at any time may only equal the number of shares actually issued upon exercise or settlement of an award under the Proposed A&R Plan. Subject to adjustments for changes in our capitalization, the aggregate number of shares that may be 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 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 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. Administration.The Proposed A&R Plan is administered by our Board. Our Board may, to the 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 committee or subcommittee of our Board (or other employee or agent, as applicable). The Proposed A&R Plan is currently administered by the Compensation Committee of our Board. Options.Subject to the provisions of 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 of the option, (iv) the duration of the option and (v) the time, manner and form of payment upon exercise of an option. As provided under the Proposed A&R Plan, the number of shares of 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 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 date of such grant (with an exception for options that occurs everyare a substitute award for options held by optionees of an acquired entity). In the case of an ISO to be granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of our stock, the price per share for such ISO shall not be less than one 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 53 Back to Contents 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 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 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 most appropriate alternativeparticipant 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 54 Back to Contents 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 therefore, our Board recommendsproposed 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 you vote for a one-year intervalmust be met in order to qualify for the advisory votedescribed 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 executive compensation.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 shares on the exercise date will, however, be a preference item for purposes of the 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 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 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. Hologic will not 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 holder does make a disqualifying disposition, Hologic will generally be entitled to a deduction for United States federal income tax purposes in the year such disqualifying disposition is made, in an amount equal to the taxable ordinary income recognized by the 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 formulating its recommendation, our Board consideredorder for an option to qualify for ISO tax treatment, the grant of the option must satisfy various other conditions more fully described in the Code. Hologic does not guarantee that any option will qualify for ISO tax treatment even if the option is intended to qualify for such treatment. In the event an annual advisory voteoption intended to be an ISO fails to so qualify, it will be taxed as an NQSO as described below. Nonqualified Stock Options An option holder will not recognize any taxable income upon the grant of an NQSO under the Proposed A&R Plan. Generally, an option holder recognizes ordinary taxable income at the time an NQSO is exercised in an amount equal to the excess of the fair market value of the shares of common stock on executivethe date of exercise over the 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 1099, whichever is applicable, that is timely provided to the option holder and filed with the IRS. Hologic, Inc. 2018 Proxy Statement 55 Back to Contents When an option holder subsequently disposes of the shares of common stock received upon exercise of an NQSO, he or she will recognize long-term capital gain or loss (if the shares are held for at least one year following exercise), in an 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 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 timely election under Section 83(b) of the Code). When the award vests or is paid, recipients will recognize ordinary income in an amount equal to the 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 made in a timely manner, when the restrictions on the shares lapse, the participant will not recognize any additional income. However, if property for which a Section 83(b) election is in effect is forfeited while substantially non-vested (e.g., upon the participant’s termination prior to vesting), the recipient may not claim a deduction with respect to the income recognized as a result of the election. A recipient will recognize taxable income at the 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 allow our stockholdersreport the income 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 a performance or incentive award will have no United States federal income tax consequences for Hologic or for the recipient. The payment of the award is taxable to provide usa recipient as ordinary income. IRS Circular 230 Disclosure: To ensure compliance with their input on our compensationUnited States Treasury Regulations governing tax practice, Hologic informs 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 namedavoiding 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 Our directors and executive officers as disclosedhave a financial interest in this proposal because, if adopted, the Proposed A&R Plan would increase the number of shares available for issuance to directors, executives and other employees under the Current A&R Plan, and the directors and executive officers are eligible participants thereunder. The benefits that will be awarded or paid in the proxy statement every year. We understand that our stockholders may have different views as tofuture under the best approach forProposed A&R Plan are not currently determinable. Such awards are within the Company, and we look forward to hearing from our stockholders on this proposal. You may cast your vote on your preferred voting frequency by choosing the optiondiscretion of one year, two years, three years or you may abstain from voting when you vote in response to this proposal. 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 into account stockholders’ views in determining the frequency ofhas not determined future advisory votes to approve executive compensation.awards or who might receive them.   Vote RequiredNumber of Options Historically Granted   The option of one year, two years or three years that receivestable below shows, as to each Named Executive Officer and the highestvarious indicated groups, the aggregate number of votes castshares 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 56 Back to Contents Vote Required Approval of this proposal requires the affirmative vote of a majority of shares present, in person or represented by stockholders will beproxy, and voting on this proposal at the frequency for the advisory vote on executive compensation that has been selected by stockholders.Annual Meeting. Abstentions and broker “non-votes” will not have any effect on the proposal regardingto approve the frequency of an advisory vote on executive compensation.Proposed A&R Plan.   Recommendation of the Board Our Board of Directors unanimously recommends that you vote “FOR” conducting annual advisory votes to approve executive compensation. Management proxy holders will vote all duly submitted proxies FOR conducting annual advisory votes unless instructed otherwise. Hologic, Inc. 2017 Proxy Statement    47 Back to Contents Proposal No. 4 Approve an Amendment to the Company’s Bylaws to Implement Majority Voting in Uncontested Director Elections The Board of Directors proposes and recommends that stockholders approve an amendment to our Bylaws to provide for the election of directors by an affirmative vote of the majority of the votes cast in uncontested director elections. Our Bylaws currently provide for the election of directors by a plurality of votes cast. Background of the Proposal The Company’s directors are currently elected pursuant to a “plurality voting” standard, under which director nominees who receive the greatest number of votes cast in favor of their election at the annual meeting of stockholders are elected to the Board, up to the maximum number of directorships to be filled at that meeting. This means that, currently, a nominee may be elected to the Board whether or not the votes cast in favor of his or her election constituted a majority of votes cast. However, our Bylaws do require that in an uncontested election of directors, where the number of director nominees is equal to or less than the number of directors to be elected at the meeting, any nominee for director who receives a greater number of votes “withheld” than votes “for” in such election must promptly tender his or her resignation to our Board, which will consider whether to accept the resignation. The plurality voting standard is the default voting standard for the election of directors under the General Corporation Law of the State of Delaware, where the Company is incorporated. In recent years, many public companies have eliminated plurality voting in uncontested elections, and adopted a “majority voting” standard, under which the number of votes cast “for” the election of a nominee must exceed the number of votes cast “against” the election of the nominee in order for that nominee to be elected to the Board of Directors. Under a majority voting standard, abstentions and broker non-votes are not counted as votes cast either “for” or “against” a director’s election and thus have no effect in determining whether the requisite vote had been obtained. The plurality voting standard continues to apply in contested elections, where the number of nominees exceeds the number of directorships up for election. The Company is committed to good corporate governance. Consistent with this commitment, and after consideration of this issue, the Board has determined that the implementation of a majority voting standard in uncontested elections is in the best interests of the Company and its stockholders. Therefore, the Board proposes and recommends that the stockholders vote to approve the proposed amendment to Section 1.7 of our Bylaws to implement majority voting in uncontested director elections. Effect of the Amendment If this proposal is approved by the requisite vote of stockholders, Section 1.7 of our Bylaws will be amended to provide that in uncontested elections, directors shall be elected by a majority of the votes cast. In the event of a contested director election, directors would continue to be elected by a plurality of the votes cast. Further, if a director nominee fails to receive the required number of votes for election in an uncontested director election (in other words, the director nominee receives more votes cast “against” his or her election than “for” his or her election), such director shall offer to tender his or her resignation to the Board. Similar to the resignation provisions in our current Bylaws, the Nominating and Corporate Governance Committee will then make a recommendation to the Board of Directors on whether to accept or reject such resignation, or whether other action should be taken. The Board of Directors will consider the Nominating and Corporate Governance Committee’s recommendation in determining the appropriate course of action. The Board of Directors will publicly disclose its decision whether to accept such director’s resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days from the date of the certification of the election results. If this proposal is not approved by the requisite vote of stockholders, our Bylaws will remain unchanged. The discussion above is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws marked to show all proposed changes (additions are underlined and deletions are struck through), which is attached hereto asAnnex A - PROPOSED SIXTH AMENDED & RESTATED BYLAWS. Hologic, Inc. 2017 Proxy Statement    48 Back to Contents Vote Required Approval of this proposal requires the affirmative vote of at least a majority of the outstanding shares of Hologic common stock entitled to vote on the proposal. As a result, an abstention from voting or a broker non-vote on this proposal will have the effect of a vote against this proposal. Recommendation of the Board   Our Board of Directors unanimously recommends that you vote “FOR” the approval of the amendment to Hologic’s Bylaws to implement majority voting in uncontested director elections. Management proxy holders will vote all duly submitted proxies FOR approval unless instructed otherwise.and restatement of the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan.   Hologic, Inc.EQUITY COMPENSATION PLAN INFORMATION We maintain a number of equity compensation plans for employees, officers, directors and others whose efforts contribute to our success. The table below sets forth certain information as of the end of our fiscal year ended September 30, 2017 Proxy Statement    49regarding the shares of our 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) 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 3,621,422 shares that are issuable upon restricted stock units (RSUs), performance stock units (PSUs) and market stock units (MSUs) vesting. The remaining balance consists of outstanding stock option grants. Back to Contents (2) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, PSUs and MSUs, which have no exercise price. Hologic, Inc. 2018 Proxy Statement 57 Back to Contents Proposal No. 54 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 30, 2017,29, 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 instructed otherwise.   Hologic, Inc. 2017 Proxy Statement    50 Hologic, Inc. 2018 Proxy Statement 58 Back to Contents Back to Contents 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 24, 201630, 2017 and September 26, 2015:24, 2016:   Fee Category Fiscal 2016 Fees   Fiscal 2015 Fees     Fiscal 2017 Fees     Fiscal 2016 Fees   Audit Fees   $ 3,964,000     $ 4,300,000     $ 5,684,000     $ 3,964,000   Audit-Related Fees   $ —     $ —     $ 914,400     $ —   Tax Fees   $ 3,039,600     $ 3,540,500     $ 1,707,200     $ 3,039,600   All Other Fees   $ 2,800     $ 2,800     $ 3,000     $ 2,800   TOTAL FEES   $ 7,006,400     $ 7,843,300     $ 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 20162017 and 2015,2016, these services included assistance regarding federal, state and international tax preparation, planning, and consultation. Both years included services 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 20162017 and Fiscal 20152016 tax compliance fees aggregated $662,000 and $581,600, and $651,900, respectively.   All Other Fees.Fees Fiscal 2016 and 2015 fees includes. Represents the license of technical accounting research software.   During fiscal 20162017 and 2015,2016, 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 20162017 and 20152016 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 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 Chair is reported to the full Audit and Finance Committee in connection with its next scheduled 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. 2017 Proxy Statement    51 Hologic, Inc. 2018 Proxy Statement 59 Back to Contents Back to Contents 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 atinvestors.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 2016.2017. 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 24, 2016,30, 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 (AS) 1301, “Communications with Audit 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 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 24, 2016.30, 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 30, 2017.29, 2018.   Respectfully Submitted by the Audit and Finance Committee   Nancy L. Leaming,Charles J. Dockendorff,Former Chair Christopher J. Coughlin Christiana Stamoulis Amy M. Wendell Hologic, Inc. 2017 Proxy Statement    52 Hologic, Inc. 2018 Proxy Statement 60 Back to Contents Back to Contents SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   The following table sets forth certain information regarding beneficial ownership of our common stock as January 9, 201716, 2018 by: (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of our common stock; (2) each of our NEOs named in the Summary Compensation Table on page ●;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                 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       *   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 28,648,444 ● % The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355 27,965,056 ● % Capital Research Global Investors(5) 333 South Hope Street Los Angeles, CA 90071 25,889,985 ● % BlackRock, Inc.(6) 55 East 52ndStreet New York, NY 10055 19,764,033 ● % Named Executive Officers Stephen P. MacMillan(7) ● * Robert W. McMahon(7) ● * Eric B. Compton(7) ● * John M. Griffin(7) ● * Peter J. Valenti, III(7) ● * Non-Employee Directors and Nominees Christopher J. Coughlin(7) ● * Sally W. Crawford(7) ● * Scott T. Garrett(7) ● * Lawrence W. Levy(7) ● * Christiana Stamoulis(7) ● * Elaine S. Ullian(7) ● * Amy M. Wendell(7) ● * All directors, nominees for director and executive officers as a group (19)(9) ● * * Less than one percent of the outstanding shares of our 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 9, 201716, 2018 is based upon ●276,427,534 shares of our 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 subject to options currently exercisable or exercisable within 60 days after January 9, 201716, 2018 and RSUs that vest within 60 days after January 9, 201716, 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 T. Rowe Price Associates, Inc. on JuneJanuary 10, 2016.2017. The Schedule 13G/A indicates that, as of MayDecember 31, 2016, T. Rowe Price Associates, Inc. had sole voting power over 8,256,84712,623,536 shares and sole dispositive power over 28,603,72243,323,814 shares. (4) Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by The Vanguard Group on October 11, 2016.February 13, 2017. The Schedule 13G/A indicates that, as of September 30,December 31, 2016, The Vanguard Group had, sole voting power over 500,982433,680 shares, shared voting power over 48,611,47,130 shares, sole dispositive power over 27,430,73128,188,257 shares and shared dispositive power over 534,325478,665 shares. (5) 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 on February 16, 2016. The Schedule 13G/A indicates that, as of December 31, 2015, Capital Research Global Investors had sole voting and dispositive power over 25,889,985 shares. (6) 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 10, 2016.January 24, 2017. The Schedule 13G/A indicates that, as of December 31, 2015,2016, BlackRock, Inc. had sole voting power over 18,110,78718,788,608 shares and sole dispositive power over 19,764,03321,205,812 shares. Hologic, Inc. 2018 Proxy Statement 61 Back to Contents (7)(6) Includes the following shares of common stock subject to options currently exercisable or exercisable within 60 days after January 8, 2016: Mr. MacMillan – ●; Mr. McMahon – ●; Mr. Compton – ●; Mr. Griffin – ●; Mr.Valenti – ●; Mr. Coughlin – ●; Ms. Crawford – ●; Mr. Garrett – ●; Ms. Leaming – ●; Mr. Levy – ●; Ms. Stamoulis – ●; Ms. Ullian – ●; Ms.Wendell – ●;16, 2018 (column a); and all current directors, nomineesRSUs/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 andtwo executive officers as a group – ●. Also includes, for one executive officer, ● RSUsnot 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.   Hologic, Inc. 2017 Proxy Statement    53 Back to Contents 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 to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by regulations of the SEC to furnish us with copies of all such filings. As a matter of practice, our 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 forms we have received, as well as information provided and representations made by the reporting persons, we believe that all required Section 16(a) filing requirements were met with respect to the period ended September 24, 2016.30, 2017.   CERTAIN RELATIONSHIPS AND 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. 2017 Proxy Statement    54 Hologic, Inc. 2018 Proxy Statement 62 Back to Contents Back to Contents 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 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 8, 201714, 2018 at 8:00 a.m., Eastern Time, at our offices, 250 Campus Drive, Marlborough, 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, 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 9, 201716, 2018 as the record date (the “Record Date”). Accordingly, only holders of record of our common stock, $0.01 par value per share, 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 ●276,427,534 shares of our common stock were issued and outstanding, held by ●1,056 holders of record. The holders of our 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:   1. The proposed election of the eight (8)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. A non-binding advisory vote onApproval of the frequency of future advisory votes to approve executive compensationAmended and Restated Hologic, Inc. 2008 Equity Incentive Plan (Proposal No. 3); 4. An amendment to the Company’s Bylaws to implement majority voting in uncontested director elections (Proposal No. 4); 5. Proposed ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 20172018 (Proposal No. 5)4); and 6.5. 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 conducting annual advisory votes to approve executive compensation” the approval of the Amended and Restated Hologic, Inc. 2008 Equity Incentive Plan; (Proposal No. 3); • “FOR” the approval of an amendment to the Company’s Bylaws to implement majority voting in uncontested director elections; (Proposal No. 4); and •● ““FOR”FOR” the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal 20172018 (Proposal No. 5)4). Hologic, Inc. 2017 Proxy Statement    55 Back to Contents 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 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 and telephone voting, availability and specific procedures will depend on their voting arrangements. Please follow their Hologic, Inc. 2018 Proxy Statement 63 Back to Contents 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 Corporate 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 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. 2017 Proxy Statement    56, 250 Campus Drive, Marlborough, MA 01752, at or before the final vote at the Annual Meeting.  Back to Contents 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 pluralityelected 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, if any nominee for director in an uncontested election anyfails 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 withinWithin 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 determinationresignation 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. 54 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. Approval of Proposal No. 4 requires the affirmative vote of at least a majority of shares outstanding and entitled to vote on the proposal.   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 other than Proposal No. 4, 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 20172018 (Proposal No. 5)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 to approve executive compensation (Proposal No. 2), and the non-binding advisory vote to approveapproval of the frequency of future advisory votes to approve executive compensationAmended and Restated Hologic, Inc. 2008 Equity Incentive plan (Proposal No. 3), and the amendment to the Company’s Bylaws (Proposal No. 4) 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 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 64 Back to Contents 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. 2017 Proxy Statement    57 Back to Contents 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 ●, 2017,26, 2018, we will mail to our stockholders of record as of January 9, 201716, 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 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.   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 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. 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 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. 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.   Additionally, we have retained Alliance Advisors LLC to assist us in the solicitation and distribution of proxies for the Annual Meeting. The estimated cost of such services is $17,000,$10,500, plus out-of-pocket expenses. Stockholders with questions or that need assistance in voting their shares may contact Alliance toll-free at (855) 973-0093.   Trademark Notice    Hologic, Genius, 3D MAMMOGRAPHY, ThinPrep, NovaSure, MyoSure, Affirm, Brevera, Aptima, 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. 2017 Proxy Statement    58 Hologic, Inc. 2018 Proxy Statement 65 Back to Contents Back to Contents STOCKHOLDER PROPOSALS FOR THE 20182019 ANNUAL MEETING    Deadline for Submission of Stockholder Proposals and Recommendations for Director    Stockholder proposals for inclusion in our proxy materials for the 20182019 Annual Meeting of Stockholders must be received by us no later than September 22, 2017.28, 2018. These proposals must also meet the other requirements of the rules of the SEC and our Bylaws.   Our 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 20182019 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 8, 201714, 2018 and must not have been received earlier than November 8, 201714, 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, 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 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. 2017 Proxy Statement    59 Hologic, Inc. 2018 Proxy Statement 66 Back to Contents Back to Contents 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, 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 ATinvestors.hologic.com.   IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 8, 2017:14, 2018: The Proxy Statement, the Hologic Annual Report on Form 10-K for the fiscal year ended September 24, 201630, 2017 and the Proxy Card are available atwww.proxyvote.com. Hologic, Inc. 2018 Proxy Statement 67 Back to Contents Annex A   Non-GAAP Reconciliation 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.; (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. Hologic, Inc. 2018 Proxy Statement  A-1 Back to Contents 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 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 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. Hologic, Inc. 2018 Proxy Statement  A-2   Hologic, Inc. 2017 Proxy Statement    60 Back to Contents 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 Back to Contents Back to Contents AnnexAnnex AB Proposed Sixth Amended and Restated Bylaws Hologic, Inc. 2008 Equity Incentive Plan   Hologic, Inc. 2017 Proxy Statement    61 Back to Contents FIFTHSIXTH AMENDED AND RESTATED BYLAWSAmended and Restated 2008 Equity Incentive Plan (Amended as of HOLOGIC, INC. A Delaware Corporation As amended on[March28 [March 14], 2017]62018) Hologic, Inc. 2017 Proxy Statement    62 Back to Contents FIFTHSIXTH AMENDED AND RESTATED BYLAWS Table of Contents   ARTICLE I.1. Purpose and Eligibility The purpose of this Amended and Restated 2008 Equity Incentive Plan (the“Plan”) of HOLOGIC, INC., a Delaware corporation (the “Company”), is to provide stock options, stock issuances and other equity interests in the Company (each, an“Award”) 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 is called a“Participant.” Additional definitions are contained inSection 11. 2. 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. (b) 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  B-1 Back to Contents 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 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 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 Hologic, Inc. 2018 Proxy Statement  B-2 Back to Contents 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 time in any one calendar year for shares of 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 deemed to be Nonqualified Stock Options. For the purpose of this limitation, unless otherwise required by the Code or regulations of the Internal Revenue Service or determined by the Board, Options shall be taken into account in the 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) 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 ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, then the exercise price shall be no less than 110% of the Fair Market Value of the Common Stock on the date of grant. Notwithstanding anything herein to the contrary, except as provided inSection 2(c), without the prior approval of the 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, without the 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 case of an 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 any Parent or Subsidiary, the term of the Option shall be no longer than five (5) years from the date of grant. Hologic, Inc. 2018 Proxy Statement  B-3 Back to Contents (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 applicable Stock Option Agreement, by delivery of shares of Common Stock owned by the 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 Option is granted under the Plan, the Company’s Common Stock is publicly traded under the Exchange Act,“Fair Market Value”shall mean (i) if the Common Stock is listed on any established stock exchange, its fair market value shall be the closing price for such stock on that date or the closing price as reported on 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 as published inThe Wall Street 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 and shall determine the price, if any, to be paid by the 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 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. 6. 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 Hologic, Inc. 2018 Proxy Statement  B-4 Back to Contents 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 forfeiture as the 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 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 stock-based Award subject to the attainment of performance goals over a performance period. (b) 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 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. (d) Settlement of 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) Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and 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 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 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 Hologic, Inc. 2018 Proxy Statement  B-5 Back to Contents 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 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 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. Unless otherwise expressly provided in the applicable Stock Option Agreement or Restricted Stock Award or other Award, in connection with the 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 following actions: A. make appropriate provision for the continuation of such Award by the Company or the assumption of such Award by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such 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 Board in its sole discretion); B. 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 benefit plan of any successor corporation; D. provide for the repurchase of the Award for an amount equal to 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 the property payable in respect of such securities in connection with the Change of Control. The value of any 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 consummation of the Change of Control; provided that no such termination will be effective if the Change of Control is not consummated. F. For the purpose of this Agreement, a“Change of Control” shall mean: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”)), of beneficial ownership (within the 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 constitute a Change of Control; and provided, Hologic, Inc. 2018 Proxy Statement  B-6 Back to Contents further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such 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 (b) Any transaction which results in the Continuing Directors (as defined in the Certificate of Incorporation of the Company) constituting less than a majority of the Board of Directors of the Company; or (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 a result of the individuals’ and entities’ shareholdings in the Company immediately prior to the consummation of the Merger and without regard to any of the individuals’ and entities’ shareholdings in the Resulting Corporation immediately prior to the consummation of the Merger, (ii) a complete liquidation or dissolution of the Company, or (iii) the sale or other disposition of all or substantially all of the assets of the Company, excluding a sale or other disposition of assets to a subsidiary of the Company. (g) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company or termination of an Award underSection 8(f)(i)(E), the Board shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Board in its sole discretion may provide for a Participant to have the right to exercise his or her Award until fifteen (15) days prior to such transaction as to all of the shares of Common Stock covered by the 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 Board, be made subject to and conditioned upon the consummation of such proposed transaction. In addition, the Board may provide that any 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 Hologic, Inc. 2018 Proxy Statement  B-7 Back to Contents 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 Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan. (n) Agreement to Repayments of Incentive Compensation When Repayments Are Required Under Federal Law. This provision applies to any policy adopted by NASDAQ (or any other exchange on which the securities of the Company are listed) pursuant to Section 10D of the Securities Exchange Act of 1934. To the extent any 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, the Participant agrees to the repayment of such amounts to the extent required by such policy and applicable law. (o) Company Recoupment Policy. Subject to the terms and conditions of the Plan, to the extent applicable, Awards under the Plan shall be subject to any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time. 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 Hologic, Inc. 2018 Proxy Statement  B-8 Back to Contents 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. Hologic, Inc. 2018 Proxy Statement  B-9 Back to Contents (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 unfunded plan. Participants are and shall at all times be general creditors of the Company with respect to their Awards. If the 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 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 interpreted in accordance with the laws of the State of Delaware, without regard to 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] Hologic, Inc. 2018 Proxy Statement   B-10 Back to Contents This page intentionally left blank Back to Contents This page intentionally left blank Back to Contents Designed and Published by Labrador-company.com Back to Contents Back to Contents HOLOGIC, INC. 250 CAMPUS DRIVE MARLBOROUGH, MA 01752 VOTE BY INTERNET - www.proxyvote.com Use the 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 touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the 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 postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E35658-P00402-Z71534 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                                       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         Back to Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. E35659-P00402-Z71534   Stockholders   66HOLOGIC, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS March 14, 2018           SECTION 1.1 The undersigned stockholder of HOLOGIC, INC., a Delaware corporation (the "Company"), hereby appoints Stephen P. MacMillan, Robert W. McMahon and John M. Griffin, each of 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.   Annual Meeting 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.   66 SECTION 1.2Please mark, sign, date and return this proxy card promptly using the enclosed reply envelope.   Special Meetings 66 SECTION 1.3 Notice of Meeting 67 SECTION 1.4 Notice of Stockholder Business and Nominations 68 SECTION 1.5 Quorum 70 SECTION 1.6 Voting and Proxies 70 SECTION 1.7 Action at Meeting 70 SECTION 1.8 Action Without Meeting 71 SECTION 1.9 Voting of Shares of Certain Holders 71 SECTION 1.10 Stockholder Lists 71           ARTICLE II.Address Changes/Comments:   Board of Directors   71           SECTION 2.1   Powers   71 SECTION 2.2   Number of Directors; Qualifications(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)   71 SECTION 2.3 [Reserved] 72 SECTION 2.4 Election of Directors 72 SECTION 2.5 Vacancies 72 SECTION 2.6 Change in Size of the Board 72 SECTION 2.7 Tenure and Resignation 72 SECTION 2.8 Removal 72 SECTION 2.9 Meetings 72 SECTION 2.10 Notice of Meeting 72 SECTION 2.11 Agenda 72 SECTION 2.12 Quorum 72 SECTION 2.13 Action at Meeting 72 SECTION 2.14 Action Without Meeting 72 SECTION 2.15 Committees 73 SECTION 2.16 Lead Independent Director 73 Hologic, Inc. 2017 Proxy Statement    63 Back to Contents ARTICLE III. Officers 73           SECTION 3.1CONTINUEd AND to be SIGNed ON REVERSE SIDE   Enumeration 73 SECTION 3.2 Election 73 SECTION 3.3 Qualification 73 SECTION 3.4 Tenure 73 SECTION 3.5 Removal 73 SECTION 3.6 Resignation 73 SECTION 3.7 Vacancies 74 SECTION 3.8 Chairman of the Board 74 SECTION 3.9 Chief Executive Officer 74 SECTION 3.10 President 74 SECTION 3.11 Vice-President(s) 74 SECTION 3.12 Treasurer and Assistant Treasurers 74 SECTION 3.13 Secretary and Assistant Secretaries 74 SECTION 3.14 Chairman Emeritus 74 SECTION 3.15 Other Powers and Duties 74           ARTICLE IV. Capital Stock 75 SECTION 4.1 Stock Certificates 75 SECTION 4.2 Transfer of Shares 75 SECTION 4.3 Record Holders 75 SECTION 4.4 Record Date 75 SECTION 4.5 Transfer Agent and Registrar for Shares of Corporation 76 SECTION 4.6 Loss of Certificates 76 SECTION 4.7 Restrictions on Transfer 76 SECTION 4.8 Multiple Classes of Stock 77 ARTICLE V. Dividends 77 SECTION 5.1 Declaration of Dividends 77 SECTION 5.2 Reserves 77 ARTICLE VI. [RESERVED] 77   Hologic, Inc. 2017 Proxy Statement    64 Back to Contents ARTICLE VII. Indemnification 77 SECTION 7.1 Right to Indemnification 77 SECTION 7.2 Right to Advancement of Expenses 77 SECTION 7.3 Right of Indemnitee to Bring Suit 78 SECTION 7.4 Non-Exclusivity 78 SECTION 7.5 Insurance 78 SECTION 7.6 No Duplicative Payment 78 SECTION 7.7 Severability 78 SECTION 7.8 Amendment or Repeal 78 ARTICLE VIII. Miscellaneous Provisions 79 SECTION 8.1 Certificate of Incorporation 79 SECTION 8.2 Fiscal Year 79 SECTION 8.3 Corporate Seal 79 SECTION 8.4 Execution of Instruments 79 SECTION 8.5 Voting of Securities 79 SECTION 8.6 Evidence of Authority 79 SECTION 8.7 Corporate Records 79 SECTION 8.8 Charitable Contributions 79 SECTION 8.9 Communications of Notices 79 SECTION 8.10 Electronic Transmissions 79 ARTICLE IX. Amendments 80 SECTION 9.1 Amendment by Stockholders 80 SECTION 9.2 Amendment by Board of Directors 80 Hologic, Inc. 2017 Proxy Statement    65 Back to Contents FifthSixth Amended and Restated Bylaws of Hologic, Inc. (A Delaware Corporation) ARTICLE 1.Stockholders Section 1.1 Annual Meeting The annual meeting of the stockholders of the corporation shall be held on such date as shall be fixed by the board of directors, at such time and place within or without the State of Delaware as may be designated in the notice of meeting. The board of directors may, in its sole discretion, determine that the annual meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the General Corporation Law of the State of Delaware (the “DGCL”). If the day fixed for the annual meeting shall fall on a legal holiday, the meeting shall be held on the next succeeding day not a legal holiday. The board of directors may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders. Section 1.2 Special Meetings (A) General. (1) Special meetings of the stockholders may be called at any time only by the president, chief executive officer or the board of directors. Special meetings of the stockholders shall be held at such time, date and place within or outside of the State of Delaware as may be designated in the notice of such meeting. The board of directors may, in its sole discretion, determine that a special meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the DGCL. The board of directors may postpone, reschedule or, subject to the provisions of paragraphs (B) and (C) of this Section 1.2, cancel any previously scheduled special meeting of stockholders. Subject to the provisions of this Section 1.2, special meetings of stockholders shall be called by the board of directors upon the written request or requests of stockholders who are stockholders of record of the corporation at the time a request is delivered holding shares representing in the aggregate at least twenty-five percent (25%) of the outstanding shares of common stock of the corporation which shares are determined to be “Net Long Shares” in accordance with paragraph (C)(1) of this Section 1.2 (the “Requisite Percent”). (B) Stockholder Requested Special Meetings. (1) To be valid, the written request or requests for a special meeting of stockholders (each, a “Special Meeting Request” and, collectively, the “Special Meeting Requests”) must be signed and dated by stockholders (or their duly authorized agents) representing the Requisite Percent and delivered to the secretary of the corporation and shall include: (a) a statement of the specific purpose or purposes of the special meeting and the matters proposed to be acted on at the special meeting, the language of any proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the bylaws of the corporation, the text of the proposed amendment), the reasons for conducting such business at the special meeting, and any material interest in such business of the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made; (b) as to the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made, the information required by clause (A)(2)(c) of Section 1.4 to be set forth in a stockholder’s notice required by Section 1.4(A)(2); (c) such other information, if applicable, required to be set forth in a stockholder’s notice required by Section 1.4(A)(2) (including, but not limited to, such other information required to be set forth in connection with a stockholder’s director nomination); (d) an acknowledgement by the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made that any reduction in the number of Net Long Shares with respect to which a Special Meeting Request relates following the delivery of such Special Meeting Request to the secretary of the corporation shall constitute a revocation of such Special Meeting Request to the extent of such reduction; and (e) documentary evidence that the stockholders requesting the special meeting own the Requisite Percent as of the date on which the Special Meeting Request(s) are delivered to the secretary of the corporation; provided, however, that if the stockholders are not the beneficial owners of the shares representing the Requisite Percent, then to be valid, the Special Meeting Request(s) must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request(s), such documentary evidence must be delivered to the secretary of the corporation within ten (10) days after the date on which the Special Meeting Request(s) are delivered to the secretary of the corporation) that the beneficial owners on whose behalf the Special Meeting Request(s) are made beneficially own the Requisite Percent as of the date on which such Special Meeting Request(s) are delivered to the secretary of the corporation. In addition, the stockholders requesting a special meeting of stockholders and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made shall promptly provide any other information reasonably requested by the corporation and, if requested by the Hologic, Inc. 2017 Proxy Statement    66 Back to Contents corporation on or prior to the record date for the meeting, the information required under clauses (B)(1)(b), (c), (d) and (e) of this Section 1.2 shall be supplemented by such stockholders and beneficial owners, if any, not later than ten (10) days after the record date for the meeting to disclose such information as of the record date (and with respect to the information required under clause (B)(1)(e) of this Section 1.2, as of a date not more than five (5) business days before the scheduled date of the special meeting to which the Special Meeting Request relates). In determining whether a special meeting of stockholders has been requested by stockholders of Net Long Shares representing in the aggregate at least the Requisite Percent, multiple Special Meeting Requests delivered to the secretary of the corporation will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting (in each case as determined in good faith by the board of directors), and (ii) such Special Meeting Requests have been dated and delivered to the secretary of the corporation within sixty (60) days of the earliest dated Special Meeting Request. A stockholder may revoke a Special Meeting Request at any time prior to the special meeting by written revocation delivered to the secretary of the corporation. If at any point after sixty (60) days following the earliest dated Special Meeting Request the unrevoked (whether by specific written revocation by the stockholder or pursuant to clause (B)(l)(d) of this Section 1.2) valid Special Meeting Requests represent in the aggregate less than the Requisite Percent, there shall be no requirement to hold the special meeting to which the Special Meeting Requests relates. (2) Except as provided in the next sentence, a special meeting requested by stockholders shall be held at such date, time and place, if any, within or without the State of Delaware as may be fixed by the board of directors; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after the Special Meeting Request is delivered to the secretary of the corporation. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) the Special Meeting Request is delivered during the period commencing ninety (90) days prior to the first anniversary of the date of the notice of annual meeting of stockholders for the immediately preceding annual meeting and ending on the earlier of (x) the date of the next annual meeting of stockholders and (y) thirty (30) calendar days after the first anniversary of the date of the immediately preceding annual meeting of stockholders, (iii) an identical or substantially similar item (as determined in good faith by the board of directors, a “Similar Item”), other than the election of directors, was presented at a meeting of the stockholders held not more than twelve (12) months before the Special Meeting Request is delivered, (iv) a Similar Item was presented at a meeting of the stockholders held not more than ninety (90) days before the Special Meeting Request is delivered (and, for purposes of this clause (iv), the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors) or (v) a Similar Item is included in the corporation’s notice as an item of business to be brought before a stockholder meeting that has been called by the time the Special Meeting Request is delivered but not yet held. For purposes of this clause (B)(2) of this Section 1.2, the date of delivery of the Special Meeting Request shall be the first date on which valid Special Meeting Requests constituting the Requisite Percent have been delivered to the secretary of the corporation. (3) Business transacted at a special meeting requested by stockholders shall be limited to the purpose or purposes stated in the Special Meeting Request(s) for such special meeting; provided, however, that nothing herein shall prohibit the board of directors from submitting additional matters to stockholders at any such special meeting. (C) Net Long Shares. (1) For purposes of this Section 1.2 and for determining the Requisite Percent, Net Long Shares shall be limited to the number of shares beneficially owned, directly or indirectly, by any stockholder or beneficial owner that constitute such person’s net long position as defined in Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that, for purposes of such definition, the date the tender offer is first announced shall instead be the date for determining a stockholder’s or beneficial owner’s Net Long Shares and the reference to the highest tender price shall refer to the market price on such date and, to the extent not covered by such definition, reduced by the number of shares, if any, as to which such person does not have the right to vote or direct the vote at the special meeting or as to which such person has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. In addition, to the extent any affiliates of the stockholder or beneficial owner are acting in concert with the stockholder or beneficial owner with respect to requesting the special meeting, the determination of Net Long Shares may include the effect of aggregating the Net Long Shares (including any negative number) of such affiliate or affiliates. Whether shares constitute “Net Long Shares” shall be decided by the board of directors in its reasonable determination. Section 1.3 Notice of Meeting A written notice stating the place, if any, date, and hour of each meeting of the stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, and to each stockholder who, under the Certificate of Incorporation or these bylaws, is entitled to such notice, by delivering such notice to such person or leaving it at their residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon Hologic, Inc. 2017 Proxy Statement    67 Back to Contents the books of the corporation or by giving notice by electronic transmission as permitted by Section 8.10 of these bylaws, at least ten (10) days and not more than sixty (60) before the meeting. Such notice shall be given by the secretary, an assistant secretary, or any other officer or person designated either by the secretary or by the person or persons calling the meeting. The requirement of notice to any stockholder may be waived (i) by a written waiver of notice, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether executed or transmitted before or after the meeting by the stockholder or his attorney thereunto duly authorized, and filed with the records of the meeting, (ii) if communication with such stockholder is unlawful, (iii) by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice, or (iv) as otherwise excepted by law. A waiver of notice or electronic transmission of any regular or special meeting of the stockholders need not specify the business to be transacted or the purposes of the meeting unless so required by the Certificate of Incorporation or these bylaws. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. Section 1.4 Notice of Stockholder Business and Nominations (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the board of directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the nominating and corporate governance committee of the board of directors or the board of directors or (c) by any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided for in this Section 1.4 is delivered to the secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.4. (2) For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 1.4, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and any such proposed business other than the nominations of persons for election to the board of directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including in the case of a nomination, the nominee, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the corporation, the effect or intent of which is to mitigate loss, to manage risk Hologic, Inc. 2017 Proxy Statement    68 Back to Contents or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to the shares of stock of the corporation, (v) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/ or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination, and (vii) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements of this Section 1.4 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation. (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 1.4 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased effective after the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section 1.4 and there is no public announcement by the corporation announcing the increase in the size of the board of directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.4 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation. (B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (1) by or at the direction of the board of directors, any committee thereof, or stockholders pursuant to Section 1.2(B) of these bylaws or (2) provided that the board of directors, any committee thereof, or stockholders pursuant to Section 1.2(B) of these bylaws has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 1.4 is delivered to the secretary of the corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 1.4. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 1.4 shall be delivered to the secretary of the corporation at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (C) General. (1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.4 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.4. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.4 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(vi) of this Section 1.4) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 1.4, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present Hologic, Inc. 2017 Proxy Statement    69 Back to Contents a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 1.4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. (2) For purposes of this Section 1.4, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder. (3) Notwithstanding the foregoing provisions of this Section 1.4, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.4; provided however, that any references in these bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.4 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 1.4 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the penultimate sentence of (A)(2), matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 1.4 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation. Section 1.5 Quorum The holders of a majority in voting power of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. Section 1.6 Voting and Proxies Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation, unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by proxy. Any such proxy may be in writing, or by means of electronic transmission (including telephone, electronic mail, the Internet or such other electronic means as the board of directors may determine from time to time) that sets forth or is submitted with information from which it can be determined that such transmission was authorized by the stockholder, or by such other means permitted under applicable law. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. Section 1.7 Action at Meeting Except as otherwise expressly provided by the Certificate of Incorporation or these bylaws, wWhen a quorum is present at any meeting of stockholders,each director shall be elected by the vote of the majority of the votes cast with respect to the director’s election.a plurality of the votes properly cast for election of directors shall be sufficient to elect.Notwithstanding the foregoing, in an Un cContested Election (as defined below), any nominee for directorshall be elected by a plurality of the votes cast. For the purposes of this Section 1.7, “a majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as votes cast either “for” or “against” that director’s election or other proposal). Any incumbent director nominee who fails to receive a majority of the votes cast in an election that is not a Contested Electionwho receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to the board of directors with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the board of directors in accordance with the provisions of this Section 1.7. The nominating and corporate governance committee of the board of directors, or such other committee designated by the board of directors pursuant to these bylaws, shall recommend to the board of directors whether to accept or reject the tendered resignation, or whether other action should be taken. The board of directors shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose(by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within ninety (90) days following certification of the election results. The committee in making its recommendation, and the board of directors in making its decision, each may consider any factors and other information that they consider appropriate and relevant. The director who has tendered his or her resignation pursuant to this Section 1.7 shall not participate in the committee’s or the board of directors’ deliberations or decision with respect to the tendered resignation. If the board of directors accepts a director’s resignation pursuant to this Section 1.7, then the board of directors may fill the resulting vacancy pursuant to Section 2.5. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. For purposes of this Section 1.7, an “UncContested Election” means an election at a meeting where, as of the tenth (10th) day preceding the date the corporation first mails its notice of meeting Hologic, Inc. 2017 Proxy Statement    70 Back to Contents for such meeting to the stockholders of the corporation, the number of nomineesis equal to or less thanexceeds the number of directors to be elected at the meeting. When a quorum is present at any meeting of stockholders, a majority of the votes properly cast upon any question other than the election of directors shall decide such question, except where a larger vote is required by law, the Certificate of Incorporation or these bylaws.For the avoidance of doubt, an abstention shall not be considered as a vote cast upon such a question. Section 1.8 Action Without Meeting Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the minimum number of votes necessary to authorize or take such action at a meeting at which shares entitled to vote thereon were present and voted and copies are delivered to the corporation in the manner prescribed by law. Section 1.9 Voting of Shares of Certain Holders Shares of stock of the corporation standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares of stock of the corporation standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court-appointed guardian or conservator without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares of capital stock of the corporation standing in the name of a trustee or fiduciary may be voted by such trustee or fiduciary. Shares of stock of the corporation standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A stockholder whose shares are pledged shall be entitled to vote such shares unless in the transfer by the pledgor on the books of the corporation the pledger expressly empowered the pledgee to vote thereon, in which case only the pledgee or its proxy shall be entitled to vote the shares so transferred. Shares of its own stock belonging to this corporation shall not be entitled to vote, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of shares entitled to vote. Section 1.10 Stockholder Lists The secretary (or the corporation’s transfer agent or other person authorized by these bylaws or by law) shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the corporation’s principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible network, and the information required to access such list shall be provided with the notice of the meeting. ARTICLE II.Board of Directors Section 2.1 Powers Except as provided by law or by the Certificate of Incorporation, the business and affairs of the corporation shall be managed by or under the direction of the board of directors, who shall have and may exercise all of the powers of the corporation. In particular, and without limiting the foregoing, the board of directors shall have the power to issue or reserve for issuance from time to time the whole or any part of the capital stock of the corporation which may be authorized from time to time to such person, for such consideration and upon such terms and conditions as they shall determine, including the granting of options, warrants or conversion or other rights to stock. Section 2.2 Number of Directors; Qualifications Subject to Section 2.6, the board of directors shall consist of such number of directors (which shall not be less than three) as shall be fixed initially by the incorporator(s) and thereafter, from time to time, by resolution of the board of directors. No director need be a stockholder. Hologic, Inc. 2017 Proxy Statement    71 Back to Contents Section 2.3 [Reserved] Section 2.4 Election of Directors The initial board of directors shall be designated in the certificate of incorporation, or if not so designated, elected by the incorporator(s) at the first meeting thereof. Thereafter, directors shall be elected by the stockholders at their annual meeting or at any special meeting the notice of which specifies the election of directors as an item of business for such meeting. Section 2.5 Vacancies In the case of any vacancy in the board of directors from death, resignation, disqualification or other cause, including a vacancy resulting from enlargement of the board, the appointment or election of a director to fill such vacancy shall be only by vote of a majority of the directors then in office, whether or not constituting a quorum. The director thus appointed or elected shall hold office until his successor is duly elected and qualified or his earlier resignation or removal. Section 2.6 Change in Size of the Board The number of members of the board of directors may be changed by vote of a majority of the directors then in office or by the stockholders by vote of eighty percent (80%) of the shares of voting stock outstanding. Section 2.7 Tenure and Resignation Except as otherwise provided by law, by the Certificate of Incorporation or by these bylaws, directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are duly elected and qualified. Any director may resign by delivering (including by electronic transmission) or mailing postage prepaid a written resignation to the corporation at its principal office or to the chairman of the board, if any, president, secretary or assistant secretary, if any. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Section 2.8 Removal A director may be removed from office with or without cause by vote of the holders of a majority of the shares then entitled to vote at an election of directors. Section 2.9 Meetings Regular meetings of the board of directors may be held without call or notice at such times and such places within or without the State of Delaware as the board of directors may, from time to time, determine, provided that notice of the first regular meeting following any such determination shall be given to directors absent from such determination. A regular meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders, unless a quorum of the directors is not then present. Special meetings of the board of directors may be held at any time and at any place designated in the call of the meeting when called by the chairman of the board, the chief executive officer, the lead independent director (if any) or a majority of the directors. Members of the board of directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting. Section 2.10 Notice of Meeting It shall be sufficient notice to a director to send or give notice (i) by mail at least seventy-two (72) hours before the meeting addressed to such person at his usual or last known business or residence address or (ii) in person, by telephone, facsimile or electronic transmission to the extent provided in Section 2.10 of these bylaws, at least twenty-four (24) hours before the meeting. Notice shall be given by the secretary, or in his absence or unavailability, may be given by any of an assistant secretary, if any, or by the officer or directors calling the meeting. The requirement of notice to any director may be waived by a written waiver of notice signed by the person entitled to notice or a waiver by electronic transmission by the person entitled to notice, executed or transmitted by such person before or after the meeting or meetings, and filed with the records of the meeting, or by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice. A notice or waiver of notice of a meeting of the board of directors or any committee thereof need not specify the purposes of the meeting. Section 2.11 Agenda Any lawful business may be transacted at a meeting of the board of directors, notwithstanding the fact that the nature of the business may not have been specified in the notice or waiver of notice of the meeting. Section 2.12 Quorum At any meeting of the board of directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Section 2.13 Action at Meeting Any motion adopted by vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where a different vote is required by law, by the Certificate of Incorporation or by these bylaws. Section 2.14 Action Without Meeting Any action required or permitted to be taken at any meeting of the board of directors, or any committee thereof, may be taken without a meeting if all of the members of the board of directors or committee, as the case may be, consent to the action in writing or by electronic transmission and the writing(s) or electronic Hologic, Inc. 2017 Proxy Statement    72 Back to Contents transmission(s) are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated for all purposes as a vote of the board of directors or committee, as the case may be, at a meeting. Section 2.15 Committees The board of directors may, by the affirmative vote of a majority of the directors then in office, appoint an executive committee or other committees consisting of one or more directors and may by vote delegate to any such committee some or all of their powers except those which by law, the Certificate of Incorporation or these bylaws they may not delegate. In addition to other committees that the board of directors may designate from time to time, the board of directors shall designate a compensation committee, an audit committee and a nominating and corporate governance committee. In the absence or disqualification of a member of a committee, the members of the committee present and not disqualified, whether or not they constitute a quorum, may by unanimous vote appoint another member of the board of directors to act at the meeting in place of the absent or disqualified member. A committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to such subcommittee any or all of the powers of the committee. Unless the board of directors shall otherwise provide, any such committee may make rules for the conduct of its business, but unless otherwise provided by the board of directors or such rules, its meetings shall be called, notice given or waived, its business conducted or its action taken as nearly as may be in the same manner as is provided in these bylaws with respect to meetings or for the conduct of business or the taking of actions by the board of directors. The board of directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee at any time. The board of directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect. Section 2.16 Lead Independent Director If the board of directors elects as chairman of the board a person who is not “independent” as defined in the pertinent legal and/or regulatory standards then applicable to the corporation, it may also elect a lead independent director who shall be an independent director. The lead independent director shall have the power and authority to coordinate the activities of the independent directors, to serve as liaison between the chief executive officer and the independent directors and, if present, to preside at the executive sessions of the independent directors of the corporation, and shall have such other powers and authority as may be assigned to such office by the board of directors from time to time. ARTICLE III.Officers Section 3.1 Enumeration The officers shall consist of a president, a treasurer, a secretary and such other officers and agents (including a chairman of the board, a chief executive officer, one or more vice-presidents, assistant treasurers and assistant secretaries), as the board of directors may, in their discretion, determine. Section 3.2 Election The president, treasurer and secretary shall be elected annually by the directors at their first meeting following the annual meeting of the stockholders or any special meeting held in lieu of the annual meeting. Other officers may be chosen by the directors at such meeting or at any other meeting. The board of directors may delegate such authority to any committee of the board of directors or to the chief executive officer (if a director). Section 3.3 Qualification An officer may, but need not, be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the directors may determine. The premiums for such bonds may be paid by the corporation. Section 3.4 Tenure Except as otherwise provided by the Certificate of Incorporation or these bylaws, the term of office of each officer shall be for one year or until his successor is elected and qualified or until his earlier resignation or removal. Section 3.5 Removal Any officer may be removed from office, with or without cause, by the affirmative vote of a majority of the directors then in office. Notwithstanding anything to the contrary in the foregoing, the board of directors may delegate authority to remove any officer from office to any committee of the board of directors, or to the chief executive officer (if a director). Section 3.6 Resignation Any officer may resign by delivering (including by electronic transmission) or mailing postage prepaid a written resignation to the corporation at its principal office or to the president, secretary, or assistant secretary, if any, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some event. Hologic, Inc. 2017 Proxy Statement    73 Back to Contents Section 3.7 Vacancies A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. Section 3.8 Chairman of the Board The board of directors may appoint, from among the directors, a chairman of the board. If the board of directors appoints a chairman of the board, except as otherwise determined by the board of directors, the chairman of the board shall preside at all meetings of the board of directors and all meetings of the stockholders at which such director is present and, if independent (as defined in Section 2.16 of these bylaws), shall have the power and authority to coordinate the activities of the independent directors, to serve as liaison between the chief executive officer and the independent directors and, if present, to preside at the executive sessions of the independent directors of the corporation, and shall have such other powers and authority as may be assigned to such office by the board of directors from time to time. Section 3.9 Chief Executive Officer The board of directors may appoint a chief executive officer, who may be a person other than the chairman of the board or the president. The chief executive officer shall have such duties and powers as are commonly incident to the office and such duties and powers as the board of directors shall from time to time designate. Section 3.10 President The president shall be the chief executive officer of the corporation, unless another person is so designated. The president shall have such duties and powers as are commonly incident to the office and such duties and powers as the board of directors shall from time to time designate. Section 3.11 Vice-President(s) The vice-president(s), if any, shall have such powers and perform such duties as the board of directors may from time to time determine. Section 3.12 Treasurer and Assistant Treasurers The treasurer, subject to the direction and under the supervision and control of the board of directors, shall have general charge of the financial affairs of the corporation. The treasurer shall have custody of all funds, securities and valuable papers of the corporation, except as the board of directors may otherwise provide. The treasurer shall keep or cause to be kept full and accurate records of account which shall be the property of the corporation, and which shall be always open to the inspection of each elected officer and director of the corporation. The treasurer shall deposit or cause to be deposited all funds of the corporation in such depository or depositories as may be authorized by the board of directors. The treasurer shall have the power to endorse for deposit or collection all notes, checks, drafts, and other negotiable instruments payable to the corporation. The treasurer shall perform such other duties as are incidental to the office, and such other duties as may be assigned by the board of directors. Assistant treasurers, if any, shall have such powers and perform such duties as the board of directors may from time to time determine. Section 3.13 Secretary and Assistant Secretaries The secretary shall record, or cause to be recorded, all proceedings of the meetings of the stockholders and directors (including committees thereof) in the book of records of this corporation. The record books shall be open at reasonable times to the inspection of any stockholder, director, or officer. The secretary shall notify the stockholders and directors, when required by law or by these bylaws, of their respective meetings, and shall perform such other duties as the directors and stockholders may from time to time prescribe. The secretary shall have the custody and charge of the corporate seal, and shall affix the seal of the corporation to all instruments requiring such seal, and shall certify under the corporate seal the proceedings of the directors and of the stockholders, when required. In the absence of the secretary at any such meeting, a temporary secretary shall be chosen who shall record the proceedings of the meeting in the aforesaid books. Assistant secretaries, if any, shall have such powers and perform such duties as the board of directors may from time to time designate. Section 3.14 Chairman Emeritus The board of directors may appoint one or more positions designated as a “director emeritus” or “chairman emeritus” for former directors of the corporation. Any such person designated as a director or chairman emeritus shall function in an advisory role to the members of the board of directors, be entitled to attend all meetings of the board of directors as if such person were a director of the corporation, but shall not have the right to vote as a director on any matter. Section 3.15 Other Powers and Duties Subject to these bylaws and to such limitations as the board of directors may from time to time prescribe, the officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the board of directors. Hologic, Inc. 2017 Proxy Statement    74 Back to Contents ARTICLE IV.Capital Stock Section 4.1 Stock Certificates The shares of capital stock of the corporation shall be represented by certificates in such form as shall, in conformity to law, be prescribed from time to time by the board of directors, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Each certificate shall be signed by the president or vice-president and treasurer or assistant treasurer or such other officers designated by the board of directors from time to time as permitted by law, shall bear the seal of the corporation, and shall express on its face its number, date of issue, class, the number of shares for which, and the name of the person to whom, it is issued. The corporate seal and any or all of the signatures of corporation officers may be facsimile. If an officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed on, a certificate shall have ceased to be such before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Section 4.2 Transfer of Shares Transfers of stock shall be made only on the books of the corporation, and in the case of certificated shares of stock, title to a certificate of stock and to the shares represented thereby shall be transferred by delivery to the corporation or its transfer agent of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a properly executed written power of attorney to sell, assign or transfer the same or the shares represented thereby. Upon surrender of a certificate for the shares being transferred, a new certificate or certificates shall be issued according to the interests of the parties. In the case of uncertificated shares of stock, title to the uncertificated shares shall be transferred upon receipt by the corporation or its transfer agent of proper transfer instructions from the registered holder of the shares or by transfer instructions accompanied by a written assignment of the same, or a properly executed written power of attorney to sell, assign or transfer the uncertificated shares. Section 4.3 Record Holders Except as otherwise may be required by law, by the Certificate of Incorporation or by these bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these bylaws. It shall be the duty of each stockholder to notify the corporation of his post office address. Section 4.4 Record Date (a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournments thereof, the board of directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the board of directors and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to receive notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (b) In order that the corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the secretary of the corporation at the principal executive offices of the corporation, request the board of directors to fix a record date. The board of directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the board of directors pursuant to the first sentence of this paragraph (b)). If no record date has been fixed by the board of directors pursuant to the first sentence of this paragraph (b) or otherwise within ten (10) days after the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first date after the ten (10) day period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the secretary of the corporation at the principal executive offices of the corporation. If no record date has been fixed by the board of directors and prior action by the board of director is required by applicable law, the Certificate of Incorporation, or these bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action. Hologic, Inc. 2017 Proxy Statement    75 Back to Contents (c) In the event of the delivery, in the manner provided by this Section 4.4 and applicable law, to the corporation of written consent or consents to take corporate action and/or any related revocation or revocations, the corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the corporation in accordance with this Section 4.4 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this paragraph (c) of Section 4.4 shall in any way be construed to suggest or imply that the board of directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation). (d) Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the earliest dated written consent received in accordance with this Section 4.4, a valid written consent or valid written consents signed by a sufficient number of stockholders to take such action are delivered to the corporation in the manner prescribed in this Section 4.4 and applicable law, and not revoked. (e) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. Section 4.5 Transfer Agent and Registrar for Shares of Corporation The board of directors may appoint a transfer agent and a registrar of the certificates of stock of the corporation. Any transfer agent so appointed shall maintain, among other records, a stockholders’ ledger, setting forth the names and addresses of the holders of all issued shares of stock of the corporation, the number of shares held by each, the certificate numbers representing such shares, and the date of issue of the certificates representing such shares. Any registrar so appointed shall maintain, among other records, a share register, setting forth the total number of shares of each class of shares which the corporation is authorized to issue and the total number of shares actually issued. The stockholders’ ledger and the share register are hereby identified as the stock transfer books of the corporation; but as between the stockholders’ ledger and the share register, the names and addresses of stockholders, as they appear on the stockholders’ ledger maintained by the transfer agent shall be the official list of stockholders of record of the corporation. The name and address of each stockholder of record, as they appear upon the stockholders’ ledger, shall be conclusive evidence of who are the stockholders entitled to receive notice of the meetings of stockholders, to vote at such meetings, to examine a complete list of the stockholders entitled to vote at meetings, and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Stockholders, but not the corporation, its directors, officers, agents or attorneys, shall be responsible for notifying the transfer agent, in writing, of any changes in their names or addresses from time to time, and failure to do so will relieve the corporation, its other stockholders, directors, officers, agents and attorneys, and its transfer agent and registrar, of liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing in the stockholders’ ledger maintained by the transfer agent. Section 4.6 Loss of Certificates In case of the loss, destruction or mutilation of a certificate of stock, a replacement certificate may be issued in place thereof upon such terms as the board of directors may prescribe, including, in the discretion of the board of directors, a requirement of bond and indemnity to the corporation. Section 4.7 Restrictions on Transfer Every certificate for shares of stock which are subject to any restriction on transfer, whether pursuant to the Certificate of Incorporation, the bylaws or any agreement to which the corporation is a party, shall have the fact of the restriction noted conspicuously on the certificate and shall also set forth on the face or back either the full text of the restriction or a statement that the corporation will furnish a copy to the holder of such certificate upon written request and without charge. Hologic, Inc. 2017 Proxy Statement    76 Back to Contents Section 4.8 Multiple Classes of Stock The amount and classes of the capital stock and the par value, if any, of the shares, shall be as fixed in the Certificate of Incorporation. At all times when there are two or more classes of stock, the several classes of stock shall conform to the description and the terms and have the respective preferences, voting powers, restrictions and qualifications set forth in the Certificate of Incorporation and these bylaws. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either (i) the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued, or (ii) a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. ARTICLE V.Dividends Section 5.1 Declaration of Dividends Except as otherwise required by law or by the Certificate of Incorporation, the board of directors may, in its discretion, declare what, if any, dividends shall be paid from the surplus or from the net profits of the corporation for the current or preceding fiscal year, or as otherwise permitted by law. Dividends may be paid in cash, in property, in shares of the corporation’s stock, or in any combination thereof. Dividends shall be payable upon such dates as the board of directors may designate. Section 5.2 Reserves Before the payment of any dividend and before making any distribution of profits, the board of directors, from time to time and in its absolute discretion, shall have power to set aside out of the surplus or net profits of the corporation such sum or sums as the board of directors deems proper and sufficient as a reserve fund to meet contingencies or for such other purpose as the board of directors shall deem to be in the best interests of the corporation, and the board of directors may modify or abolish any such reserve. ARTICLE VI.[Reserved] ARTICLE VII.Indemnification Section 7.1 Right to Indemnification Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), shall be indemnified and held harmless by the corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators;provided,however, that, except as provided in Section 7.3 hereof with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the corporation. Section 7.2 Right to Advancement of Expenses The right to indemnification conferred in Section 7.1 shall include, to the fullest extent permitted by applicable law, the right to be paid by the corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”);provided,however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. Hologic, Inc. 2017 Proxy Statement    77 Back to Contents Section 7.3 Right of Indemnitee to Bring Suit The rights to indemnification and to the advancement of expenses conferred in Section 7.1 and Section 7.2, respectively, shall be contract rights. If a claim under Section 7.1 or Section 7.2 is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In (A) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (B) in any suit by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the corporation. Section 7.4 Non-Exclusivity The rights of indemnification and to receive advancement of expenses as provided by this Article shall not be deemed exclusive of any other rights to which an indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, these bylaws, any agreement, a vote of stockholders or a resolution of the board of directors, or otherwise. No amendment, alteration, rescission or replacement of this Article or any provision hereof shall be effective as to an indemnitee with respect to any action taken or omitted by such indemnitee in his or her capacity as a director or officer or with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or to the extent based in part upon any such state of facts existing prior to such amendment, alteration, rescission or replacement. Section 7.5 Insurance The corporation may maintain, at its expense, an insurance policy or policies to protect itself and any indemnitee, officer, employee or agent of the corporation or another enterprise against liability arising out of this Article or otherwise, whether or not the corporation would have the power to indemnify any such person against such liability under the DGCL. Section 7.6 No Duplicative Payment The corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that an indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. However, this Article shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than indemnitee when and as authorized by appropriate corporate action. Section 7.7 Severability If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. Section 7.8 Amendment or Repeal Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any indemnitee in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification. Hologic, Inc. 2017 Proxy Statement    78 Back to Contents ARTICLE VIII.Miscellaneous Provisions Section 8.1 Certificate of Incorporation All references in these bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time. Section 8.2 Fiscal Year Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the Saturday closest to September 30 of each year. Section 8.3 Corporate Seal The board of directors shall have the power to adopt and alter the seal of the corporation. Section 8.4 Execution of Instruments All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the corporation on its behalf shall be signed by the president or the treasurer except as the board of directors may generally or in particular cases otherwise determine. Section 8.5 Voting of Securities Unless the board of directors otherwise provides, the president or the treasurer may waive notice of and act on behalf of this corporation, or appoint another person or persons to act as proxy or attorney in fact for this corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this corporation. Section 8.6 Evidence of Authority A certificate by the secretary or any assistant secretary as to any action taken by the stockholders, directors or any officer or representative of the corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action. The exercise of any power which by law, by the Certificate of Incorporation, or by these bylaws, or under any vote of the stockholders or the board of directors, may be exercised by an officer of the corporation only in the event of absence of another officer or any other contingency shall bind the corporation in favor of anyone relying thereon in good faith, whether or not such absence or contingency existed. Section 8.7 Corporate Records Any books or records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method;provided,however, that the books and records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any books or records so kept upon the request of any person entitled to inspect such records pursuant to the Certificate of Incorporation, these bylaws, or the provisions of the DGCL. Section 8.8 Charitable Contributions The board of directors from time to time may authorize contributions to be made by the corporation in such amounts as it may determine to be reasonable to corporations, trusts, funds or foundations organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earning of which inures to the private benefit of any stockholder or individual. Section 8.9 Communications of Notices Any notice required to be given under these bylaws may be given by (i) delivery in person, (ii) mailing it, postage prepaid, first class, (iii) mailing it by nationally or internationally recognized second day or faster courier service, or (iv) electronic transmission, in each case, to the addressee; provided however that facsimile transmission or electronic transmission may only be used if the addressee has consented to such means. Section 8.10 Electronic Transmissions Notwithstanding any reference in these bylaws to written instruments, all notices, meetings, consents and other communications contemplated by these bylaws may be conducted by means of an electronic transmission, to the extent permitted by law, if specifically authorized by the board of directors of the corporation. Hologic, Inc. 2017 Proxy Statement    79 Back to Contents ARTICLE IX.Amendments Section 9.1 Amendment by Stockholders These bylaws may be amended altered or repealed by the stockholders at any annual or special meeting by vote of a majority of all shares outstanding and entitled to vote, except that where the effect of the amendment would be to reduce any voting requirement otherwise required by law, the Certificate of Incorporation or these bylaws, such amendment shall require the vote that would have been required by such other provision. Notice and a copy of any proposal to amend these bylaws must be included in the notice of meeting of stockholders at which action is taken upon such amendment. Section 9.2 Amendment by Board of Directors These bylaws may be amended or altered by the board of directors at a meeting duly called for the purpose by majority vote of the directors then in office, except that directors shall not amend the bylaws in a manner which: (a) changes the stockholder voting requirements for any action; (b) alters or abolishes any preferential right or right of redemption applicable to a class or series of stock with shares already outstanding; (c) alters the provisions of Article IX hereof; or (d) permits the board of directors to take any action which under law, the Certificate of Incorporation, or these bylaws is required to be taken by the stockholders. Any amendment of these bylaws by the board of directors may be altered or repealed by the stockholders at any annual or special meeting of stockholders. Hologic, Inc. 2017 Proxy Statement    80 Back to Contents   Back to Contents Back to Contents