NeoGenomics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$NEO
Precision Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
(1) Proposal No. 1: The election of Lynn A. Tetrault, Christopher M. Smith, Dr. Alison L. Hannah, Stephen M. Kanovsky, Michael A. Kelly, David B. Perez, Anthony P. Zook, Elizabeth Floegel and Dr. Neil Gunn 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 Withheld | Votes Against | Broker Non-Votes | |||||||||||
| Lynn A. Tetrault | 83,003,873 | 27,070,660 | — | 7,524,229 | ||||||||||
| Christopher M. Smith | 109,124,682 | 949,851 | — | 7,524,229 | ||||||||||
| Dr. Alison L. Hannah | 107,190,288 | 2,884,245 | — | 7,524,229 | ||||||||||
| Stephen M. Kanovsky | 107,073,992 | 3,000,541 | — | 7,524,229 | ||||||||||
| Michael A. Kelly | 84,662,179 | 25,412,354 | — | 7,524,229 | ||||||||||
| David B. Perez | 109,230,796 | 843,737 | — | 7,524,229 | ||||||||||
| Anthony P. Zook | 108,543,639 | 1,530,894 | — | 7,524,229 | ||||||||||
| Elizabeth Floegel | 109,748,045 | 326,488 | — | 7,524,229 | ||||||||||
| Dr. Neil Gunn | 108,284,625 | 1,789,908 | — | 7,524,229 | ||||||||||
(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 | 76,045,753 | 59.56% | 69.54% | ||||||||
| Against | 33,308,929 | 26.09% | 30.45% | ||||||||
| Abstentions | 719,851 | 0.56% | 0.65% | ||||||||
(3) Proposal No. 3: The approval of the Fourth Amendment of the Employee Stock Purchase Plan, as amended and restated, 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 | 109,699,121 | 85.92% | 99.77% | ||||||||
| Against | 246,194 | 0.19% | 0.22% | ||||||||
| Abstentions | 129,218 | 0.10% | 0.11% | ||||||||
(4) Proposal No. 4: 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 | 117,159,931 | 91.77% | 99.67% | ||||||||
| Against | 384,034 | 0.30% | 0.32% | ||||||||
| Abstentions | 54,797 | 0.04% | 0.04% | ||||||||
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 24, 2024 | By: | /s/ Alicia C. Olivo | |||||||||||
| Alicia C. Olivo | ||||||||||||||
| EVP, General Counsel & Business Development | ||||||||||||||
| and Corporate Secretary | ||||||||||||||