Amendment: NeoGenomics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$NEO
Precision Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
This current report on Form 8-K/A is being filed as an amendment (this "Amendment No. 1") to the Current Report on Form 8-K filed by NeoGenomics, Inc. (the "Company") with the Securities and Exchange Commission on January 3, 2025 (the "Original Report") to describe the employment agreement entered into between the Company and Mr. Anthony Zook. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the Original Report.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
In connection with Mr. Zook's appointment as Chief Executive Officer, the Company entered into an employment agreement with Mr. Zook on April 1, 2025 (the "Employment Agreement"). Pursuant to the Employment Agreement, as previously disclosed in the Original Report, Mr. Zook's annual base salary will be $850,000 per year beginning on April 1, 2025, subject to adjustment by the Board of Directors of the Company (the "Board") or the Culture and Compensation Committee (the "Compensation Committee") of the Board, and Mr. Zook will have a target annual incentive bonus of 100% of Mr. Zook's annual salary based on Mr. Zook’s performance and/or the Company’s performance against goals established by the Board or the Compensation Committee. In addition, Mr. Zook will be eligible to receive annual equity incentive awards with an aggregate target value of approximately $8,000,000, with approximately one-half of the grant to be in the form of restricted stock and one-half in the form of premium-priced stock options, to be granted at the discretion of the Compensation Committee.
Mr. Zook is eligible to participate in the benefit plans and programs generally available to the Company's employees, except to the extent such plans are duplicative of other benefits otherwise provided to executive officers. Mr. Zook will also be entitled to reimbursement of all reasonable business expenses incurred or paid by him in the performance of his duties and responsibilities for the Company, subject to any maximum annual limit and other restrictions set by the Company from time to time and to such reasonable substantiation and documentation as may be specified by the Company from time to time. If Mr. Zook is terminated without cause or if Mr. Zook terminates his employment for good reason, the Company agreed to provide to Mr. Zook as severance: (i) an amount equal to one times his base salary, (ii) an amount equal to one times his target bonus, (iii) if Mr. Zook timely elects to continue health plan coverage under COBRA, reimbursement of premiums to continue health care benefits coverage under COBRA for the twelve months following the date of Mr. Zook's termination and (iv) accelerated vesting for time-based equity awards that would have vested within twelve months of the termination date.
If Mr. Zook's employment is terminated without cause or if Mr. Zook terminates his employment for good reason during the twenty-four month period that follows, or the three-month period that precedes, a change in control (as defined in the Employment Agreement), in lieu of the severance described above, subject to his execution of a release agreement in favor of the Company, the Company agreed to provide to Mr. Zook as severance: (i) an amount equal to two times his base salary, (ii) an amount equal to one times his target bonus, (iii) if Mr. Zook timely elects to continue health plan coverage under COBRA, reimbursement of premiums to continue health care benefits coverage under COBRA for the twelve months following the date of Mr. Zook's termination and (iv) accelerated vesting of all time-based equity awards.
The summary of the Employment Agreement set forth above does not purport to be a complete statement of the terms of such document. The summary is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A.
Item 9.01 | Financial Statements and Exhibits. | ||||
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
| NEOGENOMICS, INC. | |||||||||||||||||
| Date: | March 31, 2025 | By: | /s/ Jeffrey S. Sherman | ||||||||||||||
| Name: | Jeffrey S. Sherman | ||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||