NeoGenomics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NEO
Precision Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
A summary description of the terms of the Amendment is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025 (the "Proxy Statement") under the section of the Proxy Statement entitled "Proposal 4 - First Amendment of the 2023 Equity Incentive Plan," which is qualified by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
At the Annual Meeting on May 22, 2025, 113,211,087 shares of the Company’s common stock, par value $0.001 per share, were present or represented by proxy, representing approximately 87.99% of the outstanding voting stock as of March 24, 2025, the record date for the Annual Meeting. At the Annual Meeting, five proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:
(1) Proposal No. 1: The election of Lynn A. Tetrault, Elizabeth A. Floegel, Dr. Neil Gunn, Dr. Alison L. Hannah, Stephen M. Kanovsky, Michael A. Kelly, David B. Perez, Felicia Williams and Anthony P. Zook to serve as members of the Board of Directors until the next succeeding annual meeting of stockholders or until his or her successor has been duly elected and qualified. The stockholders elected the nine directors by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| Lynn A. Tetrault | 100,642,889 | 6,808,246 | 48,405 | 5,711,547 | ||||||||||
| Elizabeth A. Floegel | 106,521,107 | 909,207 | 69,226 | 5,711,547 | ||||||||||
| Dr. Neil Gunn | 100,989,260 | 6,479,243 | 31,037 | 5,711,547 | ||||||||||
| Dr. Alison L. Hannah | 106,228,894 | 1,212,694 | 57,952 | 5,711,547 | ||||||||||
| Stephen M. Kanovsky | 106,382,228 | 1,084,969 | 32,343 | 5,711,547 | ||||||||||
| Michael A. Kelly | 100,543,917 | 6,924,001 | 31,622 | 5,711,547 | ||||||||||
| David B. Perez | 100,863,409 | 6,606,025 | 30,106 | 5,711,547 | ||||||||||
| Felicia Williams | 106,671,209 | 779,504 | 48,827 | 5,711,547 | ||||||||||
| Anthony P. Zook | 106,854,626 | 577,382 | 67,532 | 5,711,547 | ||||||||||
(2) Proposal No. 2: The approval, on an advisory basis, of the compensation paid to the Company’s Named Executive Officers, as identified in the proxy statement for the Annual Meeting. The advisory approval received an affirmative vote of a majority of the votes cast by stockholders as follows:
| Number of Votes | Outstanding % | Voted % | |||||||||
| For | 87,823,189 | 68.26% | 81.77% | ||||||||
| Against | 19,573,234 | 15.21% | 18.22% | ||||||||
| Abstentions | 103,117 | 0.08% | 0.09% | ||||||||
| Broker Non-Votes | 5,711,547 | ||||||||||
(3) Proposal No. 3: The recommendation, on an advisory basis, of the frequency of future advisory votes on the compensation paid to the Company's Named Executive Officers, as identified in the proxy statement for the Annual Meeting. The advisory recommendation received the votes cast by stockholders as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||
| Number of Votes | 103,435,850 | 104,007 | 3,904,552 | 55,131 | ||||||||||
The majority of votes cast by the Company's stockholders voted for an advisory vote on named executive compensation to be held every year, consistent with the recommendation of the Company's Board of Directors. In response to the voting results and other factors, the Company's Board of Directors determined at a meeting held on May 27, 2025, that the Company will hold an advisory vote on named executive compensation every year. The Company will continue to hold advisory votes on named executive compensation every year until the Company's Board of Directors decides to hold the next stockholder advisory vote on the frequency of advisory votes, which shall be no later than the Company's Annual Meeting of Stockholders in 2031.
(4) Proposal No. 4: The approval of the Amendment, as identified in the proxy statement for the Annual Meeting. The stockholders approved the proposal by the following vote:
| Number of Votes | Outstanding % | Voted % | |||||||||
| For | 101,800,124 | 79.12% | 94.90% | ||||||||
| Against | 5,467,338 | 4.24% | 5.09% | ||||||||
| Abstentions | 232,078 | 0.18% | 0.21% | ||||||||
| Broker Non-Votes | 5,711,547 | ||||||||||
(5) Proposal No. 5: The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant. The stockholders approved the proposal by the following vote:
| Number of Votes | Outstanding % | Voted % | |||||||||
| For | 112,929,861 | 87.77% | 99.86% | ||||||||
| Against | 157,649 | 0.12% | 0.13% | ||||||||
| Abstentions | 123,577 | 0.09% | 0.10% | ||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(a) | Not applicable | |||||||
(b) | Not applicable | |||||||
(c) | Not applicable | |||||||
(d) | Exhibits. | |||||||
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: | May 27, 2025 | By: | /s/ Alicia C. Olivo | |||||||||||
| Alicia C. Olivo | ||||||||||||||
| EVP, General Counsel & Business Development | ||||||||||||||
| and Corporate Secretary | ||||||||||||||