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Shareholders approve NeoGenomics (NASDAQ: NEO) equity plan amendment and board slate

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NeoGenomics, Inc. reported results of its annual stockholder meeting. Stockholders approved a second amendment to the 2023 Equity Incentive Plan, increasing the shares authorized for issuance under the plan by 5,000,000 shares.

A total of 116,630,120 shares were present or represented by proxy, representing approximately 89.61% of outstanding voting stock as of March 23, 2026, ensuring a strong quorum. All nine director nominees were elected. Stockholders gave majority advisory approval to compensation for the Named Executive Officers, approved the incentive plan amendment, and ratified the appointment of Deloitte & Touche LLP as independent registered public accountant.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 5,000,000 shares Additional shares authorized under 2023 Equity Incentive Plan
Shares represented at meeting 116,630,120 shares Present or by proxy at annual meeting
Participation vs outstanding 89.61% Percentage of outstanding voting stock as of March 23, 2026
Say-on-pay votes for 91,781,833 votes Advisory approval of Named Executive Officer compensation
Equity plan amendment votes for 108,010,493 votes Approval of Second Amendment to 2023 Equity Incentive Plan
Auditor ratification votes for 116,103,093 votes Ratification of Deloitte & Touche LLP as auditor
Say-on-pay against votes 18,534,236 votes Votes against executive compensation advisory proposal
Equity Incentive Plan financial
"stockholders approved an amendment to the Company's 2023 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Broker Non-Votes financial
"Abstentions | 56,118 | 0.04% | 0.05% Broker Non-Votes | 6,257,933"
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.
Named Executive Officers financial
"approval, on an advisory basis, of the compensation paid to the Company’s Named Executive Officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accountant financial
"ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant"
Proxy Statement regulatory
"as set forth in the Company's definitive proxy statement on Schedule 14A"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
Understanding 8-K Material Events →
0001077183FALSE00010771832026-05-212026-05-21

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,Florida33912
(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 classTrading SymbolName of each exchange on which registered
Common stock ($0.001 par value)NEOThe 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 5.02Departure 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 5.07Submission 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 ForVotes AgainstAbstentionsBroker Non-Votes
Lynn A. Tetrault105,727,8633,367,9121,276,4126,257,933
Dr. Marjorie C. Green109,519,041778,68274,4646,257,933
Dr. Neil Gunn107,351,5922,945,14075,4556,257,933
Stephen M. Kanovsky109,295,532973,974102,6816,257,933
Michael A. Kelly104,709,2385,604,89158,0586,257,933
John P. Kenny110,028,235268,74875,2046,257,933
David B. Perez106,880,5333,425,13666,5186,257,933
Felicia Williams109,486,148792,26393,7766,257,933
Anthony P. Zook109,656,654657,83657,6976,257,933

(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 VotesOutstanding %Voted %
For91,781,83370.52%83.19%
Against18,534,23614.24%16.80%
Abstentions56,1180.04%0.05%
Broker Non-Votes6,257,933


(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 VotesOutstanding %Voted %
For108,010,49382.99%97.90%
Against2,308,9221.77%2.09%
Abstentions52,7720.04%0.04%
Broker Non-Votes6,257,933
(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 VotesOutstanding %Voted %
For116,103,09389.21%99.57%
Against494,8690.38%0.42%
Abstentions32,1580.02%0.02%

Item 9.01
Financial Statements and Exhibits.

(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)
Exhibits.
10.1
NeoGenomics, Inc. 2023 Equity Incentive Plan (incorporated by reference to Annex A to the Company's Proxy Statement pursuant to Section 14(a) of the Exchange Act filed with the SEC on April 7, 2023)
10.2
First Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan, as approved by the Company's stockholders on May 22, 2025 (incorporated by reference to Annex A of the Company's Proxy Statement on Form DEF 14A filed with the SEC on April 8, 2025)
10.3
Second Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan, as approved by the Company's stockholders on May 21, 2026 (incorporated by reference to Annex A of the Company's Proxy Statement on Form DEF 14A filed with the SEC on April 6, 2026)
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, 2026By:/s/ Alicia C. Olivo
Name:Alicia C. Olivo
Title:Executive Vice President, General Counsel & Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did NeoGenomics (NEO) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including a second amendment to the 2023 Equity Incentive Plan adding 5,000,000 authorized shares for awards. They also elected nine directors, approved say-on-pay for executives, and ratified Deloitte & Touche LLP as independent registered public accountant.

How many NeoGenomics (NEO) shares were represented at the 2026 annual meeting?

A total of 116,630,120 NeoGenomics common shares were present or represented by proxy, representing approximately 89.61% of outstanding voting stock as of March 23, 2026. This high participation level provided a solid quorum for voting on all proposals.

How did NeoGenomics (NEO) shareholders vote on executive compensation?

On an advisory basis, 91,781,833 votes were cast in favor of the compensation for Named Executive Officers and 18,534,236 against, with 56,118 abstentions. This represented 70.52% of outstanding shares and 83.19% of votes cast supporting management’s pay program.

What change was made to NeoGenomics (NEO) 2023 Equity Incentive Plan?

Shareholders approved an amendment to the 2023 Equity Incentive Plan increasing shares authorized for issuance by 5,000,000. The amendment was previously described in the April 6, 2026 proxy statement and was approved by the Board of Directors subject to stockholder approval.

Which auditor did NeoGenomics (NEO) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as NeoGenomics’ independent registered public accountant. The vote included 116,103,093 shares for, 494,869 against, and 32,158 abstentions, reflecting strong stockholder support for continuing with the same audit firm.

Were all NeoGenomics (NEO) director nominees elected at the 2026 meeting?

Yes. All nine nominees, including Lynn A. Tetrault, Dr. Marjorie C. Green, Dr. Neil Gunn, and others, were elected to serve until the next annual meeting or until their successors are duly elected and qualified, each receiving significantly more votes for than against.

Filing Exhibits & Attachments

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