Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal


           Year.

On January 28, 2020, the Board of Directors of Exact Sciences Corporation (the "Company") approved the Company's Fourth Amended and Restated By-Laws (the "Fourth Amended and Restated By-Laws"), effective immediately. The Fourth Amended and Restated By-Laws amend and restate in their entirety the Company's by-laws to, among other things:

· amend Article 1, Section 1 to explicitly allow for meetings of the stockholders


   to be held solely by means of remote communication in the manner authorized by
   the General Corporate Law of the State of Delaware, as determined by the
   Company's Board of Directors (the "Board");

· amend Article 1, Sections 6 and 7 to clarify adjournment procedures for


   meetings of the stockholders of the Company, including the authority of the
   chairman of the meeting to adjourn stockholder meetings, the requirement that
   the Board give notice of an adjourned meeting to stockholders if such
   adjournment is for more than thirty (30) days, and the authority of the Board
   to postpone, reschedule or cancel previously scheduled stockholder meetings;

· amend Article 1, Section 10 to describe certain information, statements and


   representations a stockholder proposing to nominate a person for election or
   reelection as a director must provide in its notice with respect to such
   director nominee and, in the case of any proposal of business to be considered
   at a stockholders meeting, with respect to such proposing stockholder;

· amend Article 1, Section 10 to make certain changes to the dates by which


   stockholder notices (or supplements thereto) of proposals to be brought before
   an annual meeting must be received by the Company to be considered timely;

· amend Article 1, Section 11 to eliminate the proviso requiring a different


   voting threshold for stockholder amendments to the Article 1, Section 11 than
   the general voting threshold for stockholder amendments to the Fourth Amended
   and Restated By-Laws set forth in Article 6, Section 2;

· include a new Article 2, Section 21, which requires director nominees, at the


   request of the Company, to provide completed and signed questionnaires and
   allows the Company to request additional information from such nominees in
   order to establish independence under applicable rules and standards;

· amend Article 7, Section 1, to add a provision that provides that, if any


   action the subject matter of which is within the scope of the forum selection
   provisions of the Company's Amended and Restated By-Laws is filed in a court
   other than within the state of Delaware (a "Foreign Action") in the name of any
   stockholder, such stockholder shall be deemed to have consented to (i) the
   personal jurisdiction of the state and federal courts located within the State
   of Delaware in connection with any action brought in any such court to enforce
   the forum selection provision and (ii) having service of process made upon such
   stockholder in any such action by service upon such stockholder's counsel in
   the Foreign Action as agent for such stockholder; and

· make other technical amendments, including to conform to the Company's


   certificate of incorporation and developments in Delaware law.

The foregoing summary is subject to, and qualified in its entirety by, the full text of the Fourth Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.





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Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

The following exhibit is filed herewith:





Exhibit No.         Description

      3.1             Fourth Amended and Restated By-Laws of Exact Sciences Corporation,
                    dated January 28, 2020
      104           Cover Page lnteractive Data File (embedded within the Inline XBRL
                    document).



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