neo-20260521
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
Date of Report (Date of earliest event reported)
May 21, 2026
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 001-35756 | 74-2897368 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| 9490 NeoGenomics Way, | Fort Myers, | Florida | 33912 | ||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(239) 768-0600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common stock ($0.001 par value) | NEO | The Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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% | ||||||||
| 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 22, 2026 | By: | /s/ Alicia C. Olivo | ||||||||||||||
| Name: | Alicia C. Olivo | ||||||||||||||||
| Title: | Executive Vice President, General Counsel & Secretary | ||||||||||||||||