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EX-99.1 - EX-99.1 - GENOMIC HEALTH INCa13-4535_1ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 6, 2013

 

GENOMIC HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

000-51541

77-0552594

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

301 Penobscot Drive, Redwood City, California

94063

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  (650) 556-9300

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02                                           Results of Operations and Financial Condition.

 

On February 6, 2013, Genomic Health, Inc. issued a press release announcing financial results for its fourth fiscal quarter and year ended December 31, 2012.  The full text of the press release is furnished as Exhibit 99.1.

 

Item 8.01                                           Other Events.

 

The Company’s 2013 Annual Meeting of Stockholders will be held on June 6, 2013 at such place and time as will be set forth in the Company’s proxy statement relating to that meeting.  A stockholder proposal not included in the proxy statement for the Company’s 2013 Annual Meeting of Stockholders will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company’s Bylaws.  For the 2013 Annual Meeting of Stockholders, to be timely, the Company’s Bylaws provide that the Secretary of the Company must have received the stockholder’s notice not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year’s annual meeting.  For the Company’s 2013 Annual Meeting of Stockholders, stockholders must have submitted written notice to the Secretary in accordance with the foregoing Bylaw provisions not earlier than February 7, 2013 nor later than March 9, 2013.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

99.1                        Press release issued by Genomic Health, Inc. dated February 6, 2013.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 6, 2013

 

 

 

 

GENOMIC HEALTH, INC.

 

 

 

 

 

 

By

/s/ Dean L. Schorno

 

Name:

Dean L. Schorno

 

Title:

Chief Financial Officer

 

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GENOMIC HEALTH, INC.
EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press release issued by Genomic Health, Inc. dated February 6, 2013

 

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