DocGo (NASDAQ: DCGO) holders OK reverse split and reject officer exculpation

Rhea-AI Filing Summary

DocGo Inc. held its 2026 annual stockholder meeting, where investors elected two Class II directors, Vina Leite and James M. Travers, to serve until the 2029 meeting. As of the April 20, 2026 record date, 98,778,413 common shares were entitled to vote.

Stockholders approved on a non-binding basis the compensation of the company’s named executive officers and authorized a reverse stock split at a ratio between 1-for-5 and 1-for-10, at the board’s discretion. They also ratified Urish Popeck & Co., LLC as independent auditor for the year ending December 31, 2026.

Proposed charter amendments to permit broader waivers of corporate opportunities and to add officer liability exculpation did not receive the requisite level of support, so the company’s charter was not amended for those items.

Insights

Corporate governance analyst

Routine annual meeting with reverse split authority granted and two governance changes rejected.

DocGo stockholders approved all routine items, including director elections, executive pay on an advisory basis, and auditor ratification. They also authorized a reverse stock split in a range of 1-for-5 to 1-for-10, leaving the exact ratio to the board.

Two governance-focused charter amendments did not reach the required approval threshold: a corporate opportunity waiver and an officer exculpation provision. This keeps existing fiduciary and liability structures in place. Overall, the meeting outcomes are largely administrative, with future impact depending on whether the board implements a reverse split.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 98,778,413 shares Reverse split range: 1-for-5 to 1-for-10 Say-on-pay support: 39,768,972 votes for +4 more

7 metrics

Shares entitled to vote 98,778,413 shares Common stock entitled to vote as of April 20, 2026 record date

Reverse split range 1-for-5 to 1-for-10 Authorized reverse stock split ratios at board’s discretion

Say-on-pay support 39,768,972 votes for Advisory approval of named executive officer compensation

Corporate opportunity amendment votes for 40,810,518 votes Support for corporate opportunity charter amendment, below requisite level

Officer exculpation amendment votes for 43,427,921 votes Support for officer exculpation charter amendment, below requisite level

Auditor ratification votes for 67,639,242 votes Ratification of Urish Popeck & Co., LLC for year ending December 31, 2026

Meeting date June 16, 2026 Date of DocGo’s 2026 Annual Meeting of Stockholders

Key Terms

reverse stock split, non-binding, advisory basis, corporate opportunities, Officer Exculpation Amendment, +2 more

6 terms

reverse stock split financial

"To approve an amendment ... to effect a reverse stock split at a ratio of 1-for-5, 1-for-6, 1-for-7, 1-for-8, 1-for-9 or 1-for-10"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

non-binding, advisory basis regulatory

"To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

corporate opportunities regulatory

"To approve an amendment ... regarding the waiver of corporate opportunities (the “Corporate Opportunity Amendment”)"

Officer Exculpation Amendment regulatory

"To approve an amendment to the Charter to limit the liability of certain officers as permitted by Delaware law (the “Officer Exculpation Amendment”)"

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"Ratification of the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

0001822359FALSE00018223592026-06-162026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 16, 2026

___________________________________

DOCGO INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-39618

85-2515483

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

685 Third Avenue, 9th Floor, New York, New York

10017

(Address of principal executive offices)

(Zip Code)

(844) 443-6246

(Registrant's telephone number, including area code)

N/A

(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 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, par value $0.0001 per share

DCGO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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 16, 2026, DocGo Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at 12:00 p.m. Eastern Time. As of the close of business on April 20, 2026, the record date for the Annual Meeting, there were 98,778,413 shares of common stock entitled to vote at the Annual Meeting. The results of the matters voted upon at the Annual Meeting were as follows:

1.    Election of the two Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified:

Director Nominee			Votes For			Votes Withheld			Broker Non-Votes
Vina Leite			31,241,093			18,924,442			21,849,313
James M. Travers			25,062,607			25,102,928			21,849,313

Pursuant to the foregoing votes, the two nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the Annual Meeting.

2.    To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers:

Votes For			Votes Against			Abstentions			Broker Non-Votes
39,768,972			10,213,238			183,325			21,849,313

Pursuant to the foregoing vote, the stockholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers.

3.    To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-5, 1-for-6, 1-for-7, 1-for-8, 1-for-9 or 1-for-10 to be determined in the sole discretion of the Company’s Board of Directors.

Votes For			Votes Against			Abstentions			Broker Non-Votes
66,141,612			5,673,628			199,608			—

Pursuant to the foregoing vote, the stockholders approved the proposed reverse stock split.

4.    To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) regarding the waiver of corporate opportunities (the “Corporate Opportunity Amendment”):

Votes For			Votes Against			Abstentions			Broker Non-Votes
40,810,518			8,726,933			628,084			21,849,313

Pursuant to the foregoing vote, stockholders representing the requisite number of shares did not approve the Corporate Opportunity Amendment necessary to amend the Charter.

5.    To approve an amendment to the Charter to limit the liability of certain officers as permitted by Delaware law (the “Officer Exculpation Amendment”):

Votes For			Votes Against			Abstentions			Broker Non-Votes
43,427,921			5,990,544			747,070			21,849,313

Pursuant to the foregoing vote, stockholders representing the requisite number of shares did not approve the Officer Exculpation Amendment necessary to amend the Charter.

6.    Ratification of the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

Votes For			Votes Against			Abstentions			Broker Non-Votes
67,639,242			3,874,903			500,703			—

Pursuant to the foregoing vote, the stockholders ratified the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

1

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.

DOCGO INC.
By:			/s/ Ely D. Tendler
Name:			Ely D. Tendler
Title:			General Counsel and Secretary

Date: June 18, 2026

2

FAQ

What key items did DocGo (DCGO) stockholders approve at the 2026 annual meeting?

Stockholders elected two Class II directors, approved executive compensation on a non-binding basis, authorized a reverse stock split within a 1-for-5 to 1-for-10 range, and ratified Urish Popeck & Co., LLC as the independent auditor for the year ending December 31, 2026.

What reverse stock split authority did DocGo (DCGO) receive from stockholders?

Stockholders approved an amendment allowing a reverse stock split at a ratio between 1-for-5 and 1-for-10, with the exact ratio to be chosen at the sole discretion of DocGo’s board of directors, giving flexibility to adjust the share count if the board later decides to act.

How many DocGo (DCGO) shares were entitled to vote at the 2026 annual meeting?

As of the April 20, 2026 record date, 98,778,413 shares of DocGo common stock were entitled to vote at the 2026 annual meeting. This figure represents the eligible voting base used to determine the level of support for each proposal presented to stockholders.

Which DocGo (DCGO) charter amendments failed to receive sufficient stockholder approval?

Stockholders did not approve two charter amendments: one related to waivers of corporate opportunities and another to limit liability for certain officers. Although both received substantial support, they did not reach the requisite approval level, leaving the existing charter provisions unchanged.

Did DocGo (DCGO) stockholders approve executive compensation at the 2026 meeting?

Yes. On a non-binding, advisory basis, stockholders approved the compensation of DocGo’s named executive officers, with 39,768,972 votes for, 10,213,238 against, and 183,325 abstentions, plus 21,849,313 broker non-votes. The vote expresses investor sentiment but does not directly change pay.

Who was elected to DocGo’s (DCGO) board of directors at the 2026 meeting?

Stockholders elected Vina Leite and James M. Travers as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified. Their elections were confirmed despite differing vote totals and broker non-votes recorded on the director election proposal.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB