UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) June 17, 2026
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THE ONCOLOGY INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39248 | 84-3562323 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 18000 Studebaker Road, Suite 800, Cerritos, CA | 90703 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (562) 735-3226
(Former name or former address, if changed since last report)
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:
☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication 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(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 | TOI | The Nasdaq Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, The Oncology Institute, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) in which the Company’s holders of Common Stock considered four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2026.
At the meeting, a total of 75,242,437 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) were voted, representing 75.26% of the 99,982,933 shares of Common Stock outstanding as of the April 24, 2026 record date. The results of the items voted on at the 2026 Annual Meeting are as follows:
Proposal 1: Election of Directors
The Company’s stockholders elected eight directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:
| Nominee | For | Authority Withheld | Broker Non-Votes | |||||||||
| Brad Hively | 24,098,631 | 1,477,084 | 49,666,722 | |||||||||
| Karen Johnson | 23,014,174 | 2,561,541 | 49,666,722 | |||||||||
| Mohit Kaushal | 24,061,396 | 1,514,319 | 49,666,722 | |||||||||
| Anne McGeorge | 24,062,503 | 1,513,212 | 49,666,722 | |||||||||
| Mark Pacala | 24,068,647 | 1,507,068 | 49,666,722 | |||||||||
| Mark Stolper | 24,102,389 | 1,473,326 | 49,666,722 | |||||||||
| Kimberly Tzoumakas | 24,102,880 | 1,472,835 | 49,666,722 | |||||||||
| Daniel Virnich | 25,528,398 | 47,317 | 49,666,722 | |||||||||
Proposal 2: Ratification of the Appointment of Independent Registered Public Accountants
The ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved. The votes regarding the ratification of the appointment were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||
| 75,098,890 | 37,257 | 106,290 | N/A |
Proposal 3: Approval, on a non-binding, advisory basis, of the Company’s named executive officers (the “Say-on-Pay Proposal”)
The Say-on-Pay Proposal was approved. The votes regarding the approval of the Say-on-Pay Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 25,280,934 | 282,655 | 12,126 | 49,666,722 |
Proposal 4: Approval, on a non-binding, advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”)
The Say-on-Frequency Proposal was approved as follows:
| 1 Year | 2 Year | 3 Year | Abstain | Broker Non-Votes | |||||||||
| 24,918,766 | 21,446 | 590,788 | 44,715 | 49,666,722 |
In light of the voting results on the Say-on-Frequency Proposal, the Company determined that, subject to the Company continuing to be subject to any applicable requirement to have such a vote, the Company will hold an advisory vote on the compensation of the Company’s named executive officers annually and will continue to hold advisory votes on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of advisory votes on the compensation of the Company’s named executive officers
SIGNATURE
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.
| Dated: June 18, 2026 | THE ONCOLOGY INSTITUTE, INC. | |
| By: | /s/ Minh Merchant | |
| Name: | Minh Merchant | |
| Title: | Chief Legal Officer | |