STOCK TITAN

RadNet (RDNT) investors back all 2026 meeting items, including pay and equity plan

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

Rhea-AI Filing Summary

RadNet, Inc. held its 2026 Annual Meeting of Stockholders, where all four management proposals were approved. Stockholders elected six directors to serve until the 2027 Annual Meeting, with each nominee receiving a substantial majority of votes cast and broker non-votes recorded on each director election.

Quorum was strong, with 73,252,507 shares represented, or approximately 93.58% of the 78,271,515 shares outstanding and eligible to vote as of the April 6, 2026 record date. Stockholders also ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

In addition, stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers and approved the amendment and restatement of the Company’s Equity Incentive Plan, both with clear affirmative vote margins.

Positive

  • None.

Negative

  • None.
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.
Shares represented at meeting 73,252,507 shares Shares represented in person or by proxy at 2026 Annual Meeting
Shares outstanding eligible to vote 78,271,515 shares Outstanding and eligible as of April 6, 2026 record date
Quorum percentage 93.58% Percentage of outstanding eligible shares represented at meeting
Auditor ratification votes For 72,890,772 votes Ratification of Ernst & Young LLP for year ending December 31, 2026
Say-on-pay votes For 61,158,497 votes Advisory approval of named executive officer compensation
Equity plan amendment votes For 63,254,838 votes Approval of amendment and restatement of Equity Incentive Plan
Director vote example - Berger For 64,038,655 votes Votes For election of director Howard G. Berger, M.D.
broker non-votes financial
"Broker Non-Votes 61,158,497 | | 3,892,047 | | 82,662 | | 8,119,301"
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.
non-binding advisory vote financial
"The non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Equity Incentive Plan financial
"The proposal to approve the amendment and restatement of the Company’s 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.
quorum financial
"were represented in person or by proxy, constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent registered public accounting firm financial
"ratify the appointment of Ernst & Young LLP 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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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 3, 2026

 

RadNet, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33307   13-3326724
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

1510 Cotner Avenue
Los Angeles, California 90025
(Address of Principal Executive Offices) (ZipCode)

  

(310) 445-2800

(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:

 

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(s) Name of each exchange on which registered
Common Stock, $0.0001 par value RDNT NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company 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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of RadNet, Inc. (the “Company”), held on June 2, 2026, the stockholders considered and approved four proposals, each of which is described in more detail in the Company’s 2026 definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2026.

 

At the Annual Meeting, a total of 73,252,507 shares of the Company’s common stock, representing approximately 93.58% of the 78,271,515 shares outstanding and eligible to vote as of the April 6, 2026 record date, were represented in person or by proxy, constituting a quorum. The results detailed below represent the final voting results as certified by the Inspector of Elections:

 

Proposal 1

 

The stockholders elected the following six directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified based on the following votes:

 

Director   For   Withheld   Broker Non-Votes
Howard G. Berger, M.D.   64,038,655   1,094,551   8,119,301
A. Gregory Sorensen, M.D.   64,447,386   685,820   8,119,301
Laura P. Jacobs   56,930,064   8,203,142   8,119,301
Lawrence L. Levitt   58,848,753   6,284,453   8,119,301
Gregory E. Spurlock   62,212,501   2,920,705   8,119,301
David L. Swartz   58,914,041   6,219,165   8,119,301

 

Proposal 2

 

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved based on the following votes:

 

For   Against   Abstentions
72,890,772   346,990   14,745

 

Proposal 3

 

The non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers disclosed in the Company’s 2026 definitive proxy statement was approved based on the following votes:

 

For   Against   Abstentions   Broker Non-Votes
61,158,497   3,892,047   82,662   8,119,301

 

Proposal 4

 

The proposal to approve the amendment and restatement of the Company’s Equity Incentive Plan disclosed in the Company’s 2026 definitive proxy statement was approved based on the following votes:

 

For   Against   Abstentions   Broker Non-Votes
63,254,838   1,844,622   33,746   8,119,301

 

 

 

 2 

 

 

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.

 

 

Date: June 3, 2026 RADNET, INC.  
     
       
  By: /s/ David J. Katz  
  Name:

David J. Katz

 
  Title:

Executive Vice President, Chief Legal Officer and
Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

FAQ

What did RadNet (RDNT) stockholders approve at the 2026 Annual Meeting?

RadNet stockholders approved all four proposals at the 2026 Annual Meeting, including electing six directors, ratifying Ernst & Young LLP as auditor, approving executive compensation on an advisory basis, and approving amendments to the Company’s Equity Incentive Plan.

How many RadNet (RDNT) shares were represented at the 2026 Annual Meeting?

A total of 73,252,507 RadNet shares were represented in person or by proxy, equal to approximately 93.58% of the 78,271,515 shares outstanding and eligible to vote as of the April 6, 2026 record date, constituting a quorum.

Were RadNet (RDNT) directors re-elected at the 2026 Annual Meeting?

Six directors—Howard G. Berger, A. Gregory Sorensen, Laura P. Jacobs, Lawrence L. Levitt, Gregory E. Spurlock, and David L. Swartz—were elected to serve until the 2027 Annual Meeting or until successors are duly elected and qualified, each receiving more votes “For” than “Withheld.”

Did RadNet (RDNT) stockholders ratify Ernst & Young as auditor for 2026?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as RadNet’s independent registered public accounting firm for the year ending December 31, 2026, with 72,890,772 votes For, 346,990 votes Against, and 14,745 Abstentions recorded.

How did RadNet (RDNT) stockholders vote on executive compensation in 2026?

RadNet stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with 61,158,497 votes For, 3,892,047 votes Against, 82,662 Abstentions, and 8,119,301 broker non-votes reported in the final voting results.

What happened with RadNet’s (RDNT) Equity Incentive Plan at the 2026 meeting?

Stockholders approved the amendment and restatement of RadNet’s Equity Incentive Plan, with 63,254,838 votes For, 1,844,622 votes Against, 33,746 Abstentions, and 8,119,301 broker non-votes, allowing the updated plan terms described in the 2026 definitive proxy statement to take effect.

Filing Exhibits & Attachments

3 documents