Oncocyte Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
General
On June 27, 2025, Insight Molecular Diagnostics Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast at https://web.lumiconnect.com/259974801. Present at the Annual Meeting virtually or by proxy were holders of 21,008,960 shares of common stock of the Company, which represented 73.46% of the voting power of all shares of common stock of the Company as of May 12, 2025, the record date for the Annual Meeting.
Proposals
The shareholders of the Company voted on the following proposals at the Annual Meeting, as more fully described in the definitive proxy statement on Schedule 14A relating to the Annual Meeting, which was originally filed with the Securities and Exchange Commission on May 14, 2025 (the “Proxy Statement”):
| 1. | To elect the following four (4) director nominees, each to serve until the 2026 annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal: Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman; |
| 2. | To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025 |
| 3. | To approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2024; and |
| 4. | To approve an amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan to increase the total number of shares of the Company’s common stock authorized for issuance under such plan by 1,500,000, to a total of 3,800,000 shares. |
Voting Results
The final voting results for each of these proposals at the Annual Meeting are detailed below.
1. Election of Directors
| Shares Voted | |||||||||||||
| Director Nominee | For | Against | Abstained | Broker Non-Votes | |||||||||
| Joshua Riggs | 18,094,181 | 6,225 | 3,890 | 2,904,664 | |||||||||
| Andrew Arno | 18,033,599 | 66,567 | 4,130 | 2,904,664 | |||||||||
| Andrew J. Last | 18,041,724 | 58,642 | 3,930 | 2,904,664 | |||||||||
| Louis E. Silverman | 18,035,578 | 64,816 | 3,902 | 2,904,664 | |||||||||
Based on the votes set forth above, each director nominee was duly elected to serve until the 2026 annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
2. Ratification of Appointment of Accounting Firm
| Shares Voted | ||||||
| For | Against | Abstained | Broker Non-Votes | |||
| 20,986,994 | 4,951 | 17,015 | 0 | |||
Based on the votes set forth above, the shareholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
3. Say On Pay Proposal
| Shares Voted | ||||||
| For | Against | Abstained | Broker Non-Votes | |||
| 18,063,639 | 28,647 | 12,010 | 2,904,664 | |||
Based on the votes set forth above, the shareholders approved, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2024.
4. Approval of Amendment to Amended and Restated Incentive Plan
| Shares Voted | ||||||
| For | Against | Abstained | Broker Non-Votes | |||
| 17,958,519 | 140,508 | 5,269 | 2,904,664 | |||
Based on the votes set forth above, the shareholders approved the amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan to increase the total number of shares of the Company’s common stock authorized for issuance under such plan by 1,500,000, to a total of 3,800,000 shares.
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.
| INSIGHT MOLECULAR DIAGNOSTICS INC. | ||
| Date: July 2, 2025 | By: | /s/ Peter Hong |
| Name: | Peter Hong | |
| Title: | Vice President, General Counsel | |