What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-03-01 · 72 added, 60 removed, 150 unchanged (47% of the section changed)

14 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included elsewhere herein.

Remediation of Previously Reported Material Weakness

Discrete Tax Transaction

The material weakness in our internal control over financial reporting related to our income tax provision process identified in connection with the preparation of our condensed consolidated quarterly financial statements as of September 30, 2021 has been remediated.

Specifically, we did not provide adequate review and control with respect to the completeness and accuracy of inputs used in the income tax provision and related accrual.

While the control deficiency did not result in a misstatement of our previously issued consolidated financial statements, the control deficiency could have resulted in a misstatement of the income tax related accounts or disclosures that would have resulted in a material misstatement of our annual or interim consolidated financial statements that would not have been prevented or detected on a timely basis.

This material weakness has been remediated as of March 31, 2022.

To improve our internal control over financial reporting and remediate this prior period material weakness, we designed and implemented enhanced controls over the review of information underlying discrete transactions in the income tax provision.

Information Technology General Controls ("ITGCs")

The material weakness in our internal control over financial reporting related to general information technology controls for information systems identified in connection with the preparation of the financial statements as of December 31, 2021 has been remediated.

Specifically, the material weakness resulted from the aggregation of control deficiencies related to systems supporting the Company's internal control processes.

Our IT-dependent business process controls were also deemed ineffective because they could have been adversely impacted.

While the control deficiency did not result in a misstatement to the consolidated financial statement, the material weakness could have resulted in a misstatement impacting account balances or disclosures that would have resulted in a material misstatement to the consolidated financial statements that would not have been prevented or detected on a timely basis.

This material weakness has been remediated as of December 31, 2022.

To improve our internal control over financial reporting and remediate this prior period material weakness, we took the following actions:

• We conducted additional training for our IT personnel to ensure a clear understanding of risk assessment, controls and monitoring activities related to automated processes and systems and ITGCs related to financial reporting.

• We implemented improved IT policies, procedures and control activities for key systems which impact our financial reporting.

• We increased resources dedicated to monitoring ITGCs related to financial reporting, including additional personnel with the appropriate level of knowledge, experience and training, to ensure compliance with policies and procedures.

• We hired a third-party to assist with the implementation of, and to review and provide feedback on, our remediation plan.

In addition, the third-party advised us on best practices to further strengthen our IT control environment.

Change in Internal Control over Financial Reporting

Except as discussed above under "Remediation of Previously Reported Material Weakness," there were no changes in our internal control over financial reporting that occurred during the quarter or year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter or year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Myriad Genetics, Inc.

and subsidiaries as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the years ended December 31, 2022 and 2021, the six month period ended December 31, 2020 and the year in the period ended June 30, 2020, and the related notes and our report dated March 1, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Salt Lake City, UT

March 1, 2023

February 28, 2024

OTHER INFORMATION

Rule 10b5-1 Trading Plans

On November 22, 2023 , Dan Spiegelman , a member of the Company's Board of Directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale in multiple transactions of 50% of the shares to be acquired upon the vesting of Mr.

Spiegelman's award of 15,151 restricted stock units granted on June 1, 2023.

The plan expires on the earlier of (i) the date all of the shares under the plan have been sold and (ii) November 14, 2024.

Except as disclosed above, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” and “Corporate Code of Conduct” in our Proxy Statement for the 2023 Annual Meeting of Stockholders expected to be held on June 1, 2023.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” “Corporate Code of Conduct” and "Insider Trading Policies" in our Proxy Statement for the 2024 Annual Meeting of Stockholders expected to be held on June 6, 2024.

EXECUTIVE COMPENSATION

18 unchanged sentences

(Exhibit 3.1)

8/4/2023 000-26642

Restated By-Laws

(Exhibit 3.1) 10/15/2020 000-26642

4.1 Specimen C ommon S tock C ertificate

8-K (Exhibit 3.1)

10/15/2020 000-26642

4.1 Specimen Common Stock Certificate

(Exhibit 4.1) 8/15/2011 000-26642

6 unchanged sentences

(Exhibit 10.1) 5/4/2016 000-26642

L ease Termination Agreement, dated December 18, 2023, between the R e gistrant and HCPI/Utah II, LLC

10.2 .1 Lease Agreement-Research Park Building Phase II, dated March 6, 1998, between the Registrant and Research Park Associated VI, by its general partner, the Boyer Company, L.C.

3 unchanged sentences

(Exhibit 10.2) 5/4/2016 000-26642

L ease Termination Agreement, dated December 18, 2023, between Myriad Genetics, Inc.

and HCPI/Utah II, LLC.

10.3 .1 Lease Agreement, dated March 31, 2001, between the Registrant and Boyer Research Park Associates VI, by its general partner, The Boyer Company, L.C.

3 unchanged sentences

(Exhibit 10.3) 5/4/2016 000-26642

10.4 .1 Lease Agreement, dated March 11, 2008, between the Registrant and Boyer Research Park Associates IX, by its general partner, The Boyer Company, L.C.

(Exhibit 10.32) 8/28/2008 000-26642

.2 Amendment to Lease Agreement, dated February 12, 2010 between the Registrant and Boyer Research Park Associates IX, L.C.

(Exhibit 10.4) 5/5/2010 000-26642

Number Exhibit Description Filed with this

2 unchanged sentences

Schedule Filing Date SEC File/

10.5 Lease Agreement, dated January 31, 2019 between the Registrant and Boyer Research Park Associates X, L.C., by its Manager, The Boyer Company, L.C.

10-K (Exhibit 10.6) 8/13/2019 000-26642

Lease Termination Agreement, dated December 18, 2023, between Myriad Genetics, Inc.

and HCPI/Utah II, LLC

10.4 L ease Agreement, dated February 9, 2022, between Myriad Genetics, Inc.

and Bay Bridge/Corporate, LLC.

10.5 L ease, effective December 7, 2021, b etween Myriad Women's Health, Inc.

and Bayside Area Development, LLC.

Agreements with Executive Officers and Directors

10.6 Non-Employee Director Compensation Policy+

10.6 Non-Employee Director Compensation Policy (effective June 2023)+

8/4/2023 000-26642

20 unchanged sentences

10.6) 11/9/2020 000-26642

Equity Compensation Plans

10.15 2010 Employee, Director and Consultant Equity Incentive Plan, as amended+

(Exhibit 10.1) 12/2/2016 000-26642

10.16 Form of Stock Option Agreement under the 2010 Equity Incentive Plan+

10.3) 2/1/2011 000-26642

10.17 Form of Director Stock Option Agreement under the 2010 Equity Incentive Plan+

Executive Employment Agreement, dated October 17, 2023 , between Myriad Genetics, Inc.

and Samraat S.

10-Q (Exhibit 10.2)

11/7/2023 000-26642

10.18 2017 Employee, Director and Consultant Equity Incentive Plan, as amended+

(Exhibit 10.1) 12/7/2020 000-26642

10.19 Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan+

(Exhibit 10.11) 8/13/2020 000-26642

Severance and Change of Control Agreement, dated December 11, 2023, by and between Myriad Genetics, Inc.

and Samraat S.

E xecutive Employment Agreement, dated December 15, 2023, between Myriad Genetics, Inc.

and Scott Leffler +

Sepa ration and Consulting Agreement and Release of Claims, dated December 15, 2023 , between Myriad Genetics, Inc.

Bryan Riggsbee +

Number Exhibit Description Filed with this

2 unchanged sentences

Schedule Filing Date SEC File/

Separation and Consulting Agreement and Release of Claims, dated October 4, 2023, by and between Myriad Genetics, Inc.

and Nicole Lambert +

Equity Compensation Plans

2017 Employee, Director and Consultant Equity Incentive Plan, as amended (June 1, 2023)+

(Exhibit 10.1+)

6/2/2023 000-26642

Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan+

(Exhibit 10.11) 8/13/2020 000-26642

Amended and Restated 2012 Employee Stock Purchase Plan +

(Exhibit 10.1) 6/2/2022 000-26642

Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (Employee) +

10-Q (Exhibit 10.1)

5/4/2023 000-26642

2013 Executive Incentive Plan, as amended+

1 unchanged sentence

Credit Agreement

10.22 Amendment No.

4, dated July 26, 2022, to the Credit Agreement, dated December 23, 2016, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended July 31, 2018, May 1, 2020, and February 22, 2021 (which includes the full Credit Agreement, as amended, in Exhibit A thereto) .

(Exhibit 10.1) 7/27/2022 000-26642

Credit Agreement dated June 30, 2023, among Myriad Genetics, Inc., the other loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent and issuing bank.

8-K (Exhibit 10.1)

7/6/2023 000-26642

Pledge and Security Agreement dated June 30, 2023, among Myriad Genetics, Inc., each of the other Guarantors and JPMorgan Chase Bank, N.A., as administrative agent for the secured parties.

8-K (Exhibit 10.2)

7/6/2023 000-26642

First Amendment to Credit Agreement and Pledge and Security Agreement, dated as of October 31, 2023, among Myriad Genetics, Inc., the other loan parties party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

8-K (Exhibit 10.1)

10/31/2023 000-26642

Other Exhibits

2 unchanged sentences

24.1 Power of Attorney (included in the signature page hereto) X

Number Exhibit Description Filed with this

Report Incorporated by

Reference herein

Schedule Filing Date SEC File/

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 C lawback Policy

101 The following materials from Myriad Genetics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (eXtensible Business Reporting Language):

4 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2023 .

MYRIAD GENETICS, INC.

2 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul J.

Bryan Riggsbee and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Diaz and Scott J.

Leffler and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.

1 unchanged sentence

President, Chief Executive Officer and Director (Principal Executive Officer)

Diaz March 1, 2023

Diaz February 28, 2024

Chief Financial Officer (Principal Financial Officer)

Bryan Riggsbee March 1, 2023

Bryan Riggsbee

February 28, 2024

Chief Accounting Officer (Principal Accounting Officer)

/s/ Natalie Munk March 1, 2023

Louise Phanstiel Chair of the Board March 1, 2023

/s/ Natalie Munk February 28, 2024

Louise Phanstiel Chair of the Board February 28, 2024

Louise Phanstiel

/s/ Paul Bisaro Director March 1, 2023

/s/ Heiner Dreismann Director March 1, 2023

/s/ Paul Bisaro Director February 28, 2024

/s/ Heiner Dreismann Director February 28, 2024

Heiner Dreismann, Ph.D.

/s/ Rashmi Kumar Director March 1, 2023

Newcomer Director March 1, 2023

/s/ Rashmi Kumar Director February 28, 2024

Newcomer Director February 28, 2024

Newcomer, M.D.

/s/ Colleen F.

Reitan Director March 1, 2023

Reitan Director February 28, 2024

/s/ Daniel M.

Skovronsky Director March 1, 2023

Skovronsky Director February 28, 2024

Skovronsky, M.D., Ph.D.

/s/ Daniel K.

Spiegelman Director March 1, 2023

Spiegelman Director February 28, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures