Neuronetics (STIM) shareholders back directors, auditor and 2026 equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Neuronetics, Inc. reported the voting results from its Annual Meeting of Stockholders. A total of 55,950,118 shares of common stock, representing approximately 80.41% of shares outstanding and eligible to vote, were present in person or by proxy, establishing a quorum.
All seven director nominees were elected to one-year terms with individual support levels ranging from about 28.5 million to 34.5 million votes. Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
On a non-binding advisory basis, stockholders approved executive compensation with 29,133,360 votes for and 11,503,294 against. They also approved the Neuronetics, Inc. 2026 Equity Incentive Plan, which received 23,802,955 votes for and 16,651,661 against, with additional abstentions and broker non-votes on both proposals.
Positive
- None.
Negative
- None.
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 represented: 55,950,118 shares
Turnout percentage: 80.41%
Auditor ratification - For: 47,194,967 votes
+4 more
7 metrics
Shares represented
55,950,118 shares
Common stock present or by proxy at Annual Meeting
Turnout percentage
80.41%
Shares outstanding and eligible to vote represented
Auditor ratification - For
47,194,967 votes
Ratification of KPMG LLP for year ending December 31, 2026
Say-on-pay - For
29,133,360 votes
Advisory approval of 2025 executive compensation
Say-on-pay - Against
11,503,294 votes
Advisory approval of 2025 executive compensation
Equity Plan - For
23,802,955 votes
Approval of Neuronetics, Inc. 2026 Equity Incentive Plan
Equity Plan - Against
16,651,661 votes
Approval of Neuronetics, Inc. 2026 Equity Incentive Plan
Key Terms
Broker Non-Votes, independent registered public accounting firm, non-binding, advisory basis, Equity Incentive Plan
4 terms
Broker Non-Votes financial
"Broker Non-Votes 14,661,594 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 financial
"KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
non-binding, advisory basis financial
"The approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer"
Equity Incentive Plan financial
"The approval of the Neuronetics, Inc. 2026 Equity Incentive Plan was approved by the Company’s stockholders"
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.
FAQ
What did Neuronetics (STIM) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on electing seven directors, ratifying KPMG LLP as auditor for 2026, approving executive compensation on a non-binding advisory basis, and approving the Neuronetics, Inc. 2026 Equity Incentive Plan, with detailed vote counts reported for each proposal and broker non-votes on the latter two.
Were all Neuronetics (STIM) director nominees elected at the 2026 Annual Meeting?
All seven director nominees were elected to one-year terms. Votes for individual nominees ranged from 28,512,554 to 34,472,656, with separate withheld votes and 14,661,594 broker non-votes reported for each, confirming continued board composition for the next term.
Did Neuronetics (STIM) stockholders approve the 2026 Equity Incentive Plan?
Yes, stockholders approved the Neuronetics, Inc. 2026 Equity Incentive Plan. The proposal received 23,802,955 votes for, 16,651,661 against, and 833,908 abstentions, along with 14,661,594 broker non-votes, indicating sufficient support to adopt the new equity incentive framework.
How did Neuronetics (STIM) stockholders vote on executive compensation in 2025?
On a non-binding advisory basis, stockholders approved compensation for the 2025 principal executive officer and two other top executives. The vote totaled 29,133,360 for, 11,503,294 against, 651,870 abstentions, and 14,661,594 broker non-votes, signaling majority support for the reported pay practices.
Was KPMG LLP ratified as Neuronetics (STIM) auditor for 2026?
Stockholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 47,194,967 votes for, 6,924,816 against, and 1,830,335 abstentions, confirming continued engagement of KPMG for audit services.