NeoGenomics Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 14:20

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2026, NeoGenomics, Inc. (the "Company") held an annual meeting (the "Annual Meeting") of its stockholders. At the Annual Meeting, stockholders approved an amendment (the "Amendment") to the Company's 2023 Equity Incentive Plan (the "Equity Incentive Plan") to increase the number of shares authorized for issuance thereunder by 5,000,000 shares. The Board of Directors of the Company approved the Amendment to Equity Incentive Plan, subject to stockholder approval.
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 6, 2026 (the "Proxy Statement") under the section of the Proxy Statement entitled "Proposal 4 - Second 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 10.3 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting on May 21, 2026, 116,630,120 shares of the Company's common stock, par value $0.001 per share, were present or represented by proxy, representing approximately 89.61% of the outstanding voting stock as of March 23, 2026, the record date for the Annual Meeting. At the Annual Meeting, four 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, Dr. Marjorie C. Green, Dr. Neil Gunn, Stephen M. Kanovsky, Michael A. Kelly, John P. Kenny, 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 105,727,863 3,367,912 1,276,412 6,257,933
Dr. Marjorie C. Green 109,519,041 778,682 74,464 6,257,933
Dr. Neil Gunn 107,351,592 2,945,140 75,455 6,257,933
Stephen M. Kanovsky 109,295,532 973,974 102,681 6,257,933
Michael A. Kelly 104,709,238 5,604,891 58,058 6,257,933
John P. Kenny 110,028,235 268,748 75,204 6,257,933
David B. Perez 106,880,533 3,425,136 66,518 6,257,933
Felicia Williams 109,486,148 792,263 93,776 6,257,933
Anthony P. Zook 109,656,654 657,836 57,697 6,257,933
(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 91,781,833 70.52% 83.19%
Against 18,534,236 14.24% 16.80%
Abstentions 56,118 0.04% 0.05%
Broker Non-Votes 6,257,933
(3) Proposal No. 3: 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 108,010,493 82.99% 97.90%
Against 2,308,922 1.77% 2.09%
Abstentions 52,772 0.04% 0.04%
Broker Non-Votes 6,257,933
(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 116,103,093 89.21% 99.57%
Against 494,869 0.38% 0.42%
Abstentions 32,158 0.02% 0.02%
NeoGenomics Inc. published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 20:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]