Myriad Genetics, Inc. (MYGN)
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AGM 2024

Jun 6, 2024

Operator

Hello, and welcome to the 2024 Annual Meeting of Stockholders of Myriad Genetics Inc. I'd like to introduce your host today, S. Louise Phanstiel, Chairman of the Board of Directors.

S. Louise Phanstiel
Chair of the Board, Myriad Genetics Inc.

Welcome to the 2024 Annual Meeting of Stockholders of Myriad Genetics Inc. I'm S. Louise Phanstiel, Chair of the Board, and it is my pleasure to welcome you. It is 8:00 A.M. Mountain Time, and in accordance with the notice of the meeting, I call to order the 2024 Annual Meeting of Stockholders of Myriad Genetics Inc. An agenda that outlines the order of business and rules of conduct has been made available on the website. We will conduct this meeting in accordance with the agenda and those rules. There will be an opportunity for questions later in the webcast. Please adhere to the rules of conduct attached to your agenda in asking questions or making comments at that time.

The matters on which the stockholders at the meeting are voting are to: one, elect two directors, two, ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending 2024, three, approve on an advisory basis the compensation of our named executive officers, and four, transact such other business that may properly come before the meeting. Before proceeding to the business of the meeting, I'd like to introduce our directors who are present on the webcast, including those who are up for election this year. Paul J. Diaz joined Myriad as a director and our Chief Executive Officer in August 2020. Paul M. Bisaro joined Myriad as a director in October of 2022. Heiner Dreismann, Ph.D., joined Myriad as a director in June of 2010. Rashmi Kumar was appointed as a director in September 2020.

Lee N. Newcomer, M.D., joined the board of directors in September 2019. Colleen F. Reitan was appointed to our board of directors in September 2019. Daniel M. Skovronsky, M.D., Ph.D., has served as a director since July 2020. I joined the board of Myriad directors in September 2009 and have served as the chair of the board since March 2020. I'm also pleased to announce that we have the executive team of Myriad Genetics joining us on the webcast today. Biographical information for each of our officers and directors, including their history with the company, is included in the proxy material. Also with us today is Don Ferrera, representing Ernst & Young LLP, the company's independent auditors. Don will be available during the question and answer session later in the webcast to respond to appropriate questions.

The company has appointed Justin Hunter, our corporate secretary, who will serve as secretary of the meeting and will record the proceedings to act as the inspector of elections. Mr. Hunter has taken the oath of inspector of elections earlier today. This meeting is held pursuant to a notice to each stockholder of record at the close of business on April 11, 2024, which was made available on the internet and mailed to certain stockholders on or about April 17, 2024. Only stockholders of record at the close of business on April 11 are entitled to vote at this meeting. I now ask that our inspector of elections, Mr. Hunter, report on the presence of a quorum.

Justin Hunter
Senior Vice President and Corporate Secretary, Myriad Genetics Inc.

On April 11, 2024, the number of shares of common stock issued and outstanding and entitled to vote was 90,478,255. A majority of these shares constitute the quorum. Substantially in excess of that number of shares is represented at this meeting either in person or by proxy.

S. Louise Phanstiel
Chair of the Board, Myriad Genetics Inc.

Thank you, Justin. I hereby declare a quorum present at the meeting. On behalf of the board of directors of the company, thank you to all stockholders who completed their proxy. If you're a stockholder of record on April 11, 2024, and wish to vote now, you can do so by utilizing the interface on the webcast page, hitting the vote button. It is now 8:04 A.M. Mountain Time, and the polls are now open. The first matter to be acted upon by stockholders is the election of two directors. Daniel M. Skovronsky, M.D., Ph.D., and I, S. Louise Phanstiel, have been nominated by the board for election at this meeting to serve as directors in Class one. The Class 1 directors' term will end at the annual meeting to be held in 2027.

I've introduced the nominees, and additional information about the nominees is contained in the proxy statement. I declare the Class 1 directors duly nominated. The company has not received notice of any other nominations as required under the bylaws. Therefore, I declare the nominations closed. For stockholders voting on the webcast, please do so now. The second matter being submitted to stockholders for action is the ratification of the selection by the audit and finance committee of the board of directors of Ernst & Young LLP as auditors of the company's financial statements for the fiscal year ending December 31, 2024. The audit and finance committee of the board of directors is assigned the responsibility of appointing the company's auditors. The committee consists entirely of directors who are independent of corporate management.

In its deliberations, the committee took note of the fact that the committee has worked closely and met on a regular basis with Ernst & Young during the past year, and the committee has had substantial opportunity to evaluate their work and found it to be satisfactory. The Audit and Finance Committee recommends the ratification of its appointment of Ernst & Young to audit financial statements for the fiscal year ending December 31, 2024. Stockholders voting on the webcast, please do so now. The next matter to be acted on by stockholders is an advisory vote on the compensation of the company's named executive officers. Detailed disclosures regarding the company's compensation policies can be found in the proxy statement under this section entitled Executive Compensation. Because this vote is advisory, the results will not be binding on the company's Compensation and Human Capital Committee or Board of Directors.

However, both the Compensation and Human Capital Committee and the board will review the voting results and take them into consideration when making future decisions regarding the compensation of the company's named executive officers. Stockholders voting on the webcast, please do so now. It is 8:07 A.M. Mountain Time. The polls are now closed for each of the matters voted on at this meeting. Will the inspector of elections please report the results of the balloting?

Justin Hunter
Senior Vice President and Corporate Secretary, Myriad Genetics Inc.

Yes. Thank you, Louise. We have completed a preliminary count of the ballots and present the following. For proposal number one, election of directors, a majority of the shares voted was cast for the election of each of S. Louise Phanstiel and Daniel M. Skovronsky to serve until the 2027 annual meeting. The results of the voting for proposal number two, appointment of auditors, are 81,450,833 votes cast for the ratification of the appointment of Ernst & Young LLP to serve as the company's independent public accountants for the fiscal year ending December 31, 2024, which is more than a majority of the shares voted with respect to this proposal.

The results of the voting for proposal number three, compensation of named executive officers, are 74,410,679 votes cast for the proposal or in support of the compensation of our named executive officers, which is more than a majority of the shares voted with respect to this proposal.

S. Louise Phanstiel
Chair of the Board, Myriad Genetics Inc.

Thank you, Justin. Subject to final vote tabulation, I hereby declare that the nominees for directors have been duly elected. The appointment of Ernst & Young as the company's independent public accounting firm for the fiscal year ending December 31, 2024, has been duly ratified, and the majority of shares voted in favor of the advisory vote regarding the compensation of the company's named executive officers. After the final tabulation of votes has been completed, the results will be filed on Form 8-K and will be placed with the minutes of this meeting. This concludes the formal portion of our meeting. I would again like to express my appreciation to stockholders who attended the meeting and voted, as well as those who submitted their proxies or were not able to be present by this webcast.

There being no further business to come before the meeting, the annual meeting of stockholders is now formally adjourned. We now invite you to ask any questions that you may have. We will only take questions from stockholders of record or from an individual or an entity named in a proxy given by a stockholder of record as of April 11, 2024, and properly filed with the corporate secretary prior to this meeting. Please be advised that management's remarks and responses to questions and comments may contain some forward-looking statements. In compliance with the Private Securities Litigation Reform Act of 1995, I caution you that actual results may differ significantly and adversely from results discussed in forward-looking statements.

Forward-looking information is inherently subject to risks and uncertainties that could cause results or events to differ materially and adversely from those described in or implied by forward-looking statements due to a variety of factors and risks. Factors and risks that might cause such a difference include those set forth from time to time in the company's SEC filings, including the annual report on Form 10-K for the year ended December 31, 2023, and the reports on Form 10-Q and Form 8-K filed with the SEC. With that, do we have any stockholder questions?

Justin Hunter
Senior Vice President and Corporate Secretary, Myriad Genetics Inc.

Thank you, Louise. There are no stockholder questions. Thank you for attending Myriad Genetics' 2024 Annual Meeting of Stockholders.

Operator

Thank you for attending today's presentation. Anyone, now disconnect your lines.

Justin Hunter
Senior Vice President and Corporate Secretary, Myriad Genetics Inc.

Excellent job.

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