QuidelOrtho Corp
For the period ended Apr 2, 2024. Filed Apr 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 2, 2024 · Filed Apr 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantý
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
QUIDELORTHO CORP ORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ý | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
QUIDELORTHO CORPORATION
9975 Summers Ridge Road
San Diego, California 92121
(858) 552-1100
April 2, 2024
To the Stockholders of QuidelOrtho Corporation (“QuidelOrtho”):
We are pleased to invite you to attend QuidelOrtho’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that will be held on Tuesday, May 14, 2024, at 8:30 a.m., Pacific Time. The Annual Meeting will be a virtual meeting, conducted via live audio webcast.
At the Annual Meeting, you will be asked to consider and vote upon: (1) the election of the 10 director nominees named in the Proxy Statement to serve for a one-year term until the 2025 annual meeting of stockholders; (2) on an advisory basis, the approval of the compensation of QuidelOrtho’s Named Executive Officers; (3) the ratification of the selection of Ernst & Young LLP as QuidelOrtho’s independent registered public accounting firm for the fiscal year ending December 29, 2024; and (4) such other business as may properly be presented at the Annual Meeting or any adjournments or postponements thereof.
You will be able to attend the Annual Meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/QDEL2024. To participate in the Annual Meeting, you must have your control number. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be virtual only.
Enclosed are the Notice of the Annual Meeting and the Proxy Statement. Our Annual Report on Form 10-K, along with our other proxy materials, are available at www.proxyvote.com.
It is important that your shares be represented and voted at our Annual Meeting. You may vote your shares via the Internet, or, if you requested printed copies of the proxy materials, by telephone or by completing and returning the proxy card or voting instruction form provided with the printed proxy materials.
On behalf of the Board of Directors, we look forward to seeing you virtually at our Annual Meeting.
Sincerely yours,
Office of the Chief Executive Officer
QUIDELORTHO CORPORATION
| To Our Stockholders | |||
|---|---|---|---|
| Notice of Annual Meeting of StockholdersDate:May 14, 2024Time:8:30 a.m. PTPlace:www.virtualshareholdermeeting.com/QDEL2024 · To the Stockholders of QuidelOrtho Corporation (“QuidelOrtho” and collectively with its subsidiaries, the “Company,” “we,” “our” and “us”): QuidelOrtho’s 2024 Annual Meeting of Stockholders (together with any adjournments or postponements thereof, the “Annual Meeting”) will be held on Tuesday, May 14, 2024, at 8:30 a.m., Pacific Time.Items of Business | |||
| 1 | Proposal to elect the 10 director nominees named in the Proxy Statement to serve for a one-year term until the 2025 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal (the “Election of Directors Proposal”) | ||
| 2 | Proposal to approve, on an advisory basis, the compensation of QuidelOrtho’s Named Executive Officers (the “Say-on-Pay Proposal”) | ||
| 3 | Proposal to ratify the selection of Ernst & Young LLP (“Ernst & Young”) as QuidelOrtho’s independent registered public accounting firm for the fiscal year ending December 29, 2024 (the “External Auditor Proposal”) | ||
| YOUR VOTE IS VERY IMPORTANT.Stockholders are invited to attend the Annual Meeting virtually. Whether or not you plan to attend the Annual Meeting, we urge you to submit a proxy to vote via the Internet, by telephone or by completing and returning the proxy card or voting instruction card to ensure that your shares are represented at the Annual Meeting. If you attend the Annual Meeting virtually, you may vote your shares during the meeting, or change your vote or revoke your proxy at any time before the closing of the polls at the Annual Meeting. Your last submitted vote is the one that will be counted. Specific voting instructions are summarized in the Proxy Statement and are included in the proxy materials provided to you. | |||
| Who Can VoteQuidelOrtho’s Board of Directors (the “Board”) has fixed the close of business on March 18, 2024 as the record date (the “Record Date”) for determining the stockholders entitled to receive notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.Proxy VotingIt is important that your shares be represented and voted at the Annual Meeting. You can submit a proxy to vote your shares electronically via the Internet, or, if you requested printed copies of the proxy materials, by telephone or by completing and returning the proxy card or voting instruction card. Voting instructions are included in your proxy materials and are summarized in the Proxy Statement. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement or by voting your shares virtually at the Annual Meeting. Virtual attendance by stockholders at the Annual Meeting will constitute presence in person and such virtual attendance and valid proxies will be counted for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting. | |||
| Your proxy is being solicited by the Board. The Proxy Statement describes the proposals listed above in more detail. Please refer to the Proxy Statement for further information with respect to the business to be transacted at the Annual Meeting. The Board recommends that stockholders vote:•“FOR” the Election of Directors Proposal;•“FOR” the Say-on-Pay Proposal; and•“FOR” the External Auditor Proposal.The Notice of Internet Availability of Proxy Materials (the “Notice of Materials”) and related proxy materials were first made available to stockholders on or about April 2, 2024. We encourage you to access and review all of the important information contained in the proxy materials before the Annual Meeting, which can be found at www.proxyvote.com. If you received the Notice of Materials by mail and did not receive, but would like to receive, a printed copy of our proxy materials, including our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), you may request a printed copy of our proxy materials, free of charge, by any of the following methods: | |||
| Via the Internet at www.proxyvote.com | Via telephone at 1-800-579-1639 | Via email at sendmaterial@proxyvote.com | |
| Requests for a printed copy of our proxy materials should be made by April 30, 2024 to facilitate timely delivery.In the event of a technical malfunction or other situation that the chairman of the Annual Meeting determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chairman of the Annual Meeting or Corporate Secretary will convene the meeting at 9:30 a.m. Pacific Time on the date specified above at the offices of Gibson, Dunn & Crutcher LLP, located at 200 Park Ave., New York, NY 10166, solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the chairman of the Annual Meeting or Corporate Secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor Relations page of our website at ir.quidelortho.com.By order of the Board of Directors,Office of the Chief Executive OfficerQUIDELORTHO CORPORATIONSan Diego, CaliforniaApril 2, 2024IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 14, 2024. The Notice of the Annual Meeting, Proxy Statement and Annual Report are available at www.proxyvote.com. | |||
| Summary Proxy Information | 1 |
|---|---|
| Annual Meeting | 1 |
| Ways to Vote | 1 |
| Proposals and Voting Recommendations | 1 |
| Director Nominees | 2 |
| Corporate Governance Highlights | 3 |
| Executive Compensation Vote | 3 |
| Auditor Matters | 3 |
| Meeting Information | 4 |
| Record Date and Voting | 5 |
| Quorum | 5 |
| Voting | 5 |
| Changing Your Vote | 6 |
| Voting Results | 6 |
| Attending the Meeting | 6 |
| Proposal One - Election of Directors Proposal | 8 |
| Nominees for Election | 8 |
| Biographical Information | 9 |
| Vote Required and Board Recommendation | 16 |
| Corporate Governance | 17 |
| Board Leadership Structure | 17 |
| Risk Oversight | 17 |
| Board Meetings, Committees of the Board and Related Matters | 18 |
| Director Independence | 19 |
| Qualifications and Characteristics for Directors | 19 |
| Board Diversity Matrix | 20 |
| Audit Committee | 21 |
| Audit Committee Report | 22 |
| Independent Registered Public Accounting Firm | 23 |
| Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services | 23 |
| Review and Approval of Related Party Transactions | 23 |
| Related Party Transactions | 24 |
| Compensation Committee | 25 |
| Compensation Committee Report | 26 |
| Compensation Committee Interlocks and Insider Participation | 26 |
| Nominating and Governance Committee | 26 |
| Science and Technology Committee | 27 |
| Meetings of Non-employee Directors | 27 |
| Director Nominations | 27 |
| Investor Engagement | 28 |
|---|---|
| Director Attendance at Stockholder Meetings | 28 |
| Code of Business Conduct and Ethics | 28 |
| Access to Corporate Governance Documentation and Other Information Available on Our Website | 29 |
| Commitment to ESG Matters | 29 |
| Director Compensation | 32 |
| Annual Cash Retainers | 32 |
| Deferred Compensation Program for Non-employee Directors | 32 |
| Annual Equity Awards | 33 |
| Director Compensation Table | 34 |
| 2024 Director Compensation | 35 |
| Director Stock Ownership Guidelines | 35 |
| Executive Officers | 36 |
| Executive Compensation | 37 |
| Compensation Discussion and Analysis | 37 |
| Summary Compensation Table | 52 |
| Grants of Plan-based Awards in Fiscal Year 2023 | 54 |
| Outstanding Equity Awards at 2023 Fiscal Year-end | 56 |
| Option Exercises and RSUs Vested in Fiscal Year 2023 | 59 |
| Nonqualified Deferred Compensation | 61 |
| Employment, Severance and Change in Control Arrangements | 61 |
| Potential Post-employment Payments | 64 |
| CEO Pay Ratio | 66 |
| Pay Versus Performance | 67 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 72 |
| Delinquent Section 16(a) Reports | 74 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 75 |
| Material Features of the 2014 Plan | 75 |
| Proposal Two - Say-on-Pay Proposal | 76 |
| Vote Required and Board Recommendation | 76 |
| Proposal Three - External Auditor Proposal | 77 |
| Vote Required and Board Recommendation | 77 |
| Meeting and Other Information | 78 |
| Stockholder Proposals and Director Nominations | 78 |
| Availability of Additional Information | 78 |
| Forward-Looking Statements | 79 |
| Website References | 79 |
| Use of Trademarks | 79 |
| Other Business | 79 |
| Appendix A - Reconciliation of Non-GAAP Financial Measures | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.