Neuronetics details 2026 shareholder voting results

Neuronetics, Inc. reported the voting results from its Annual Meeting of Stockholders.

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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.

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"

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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

What percentage of Neuronetics (STIM) shares were represented at the 2026 Annual Meeting?

A total of 55,950,118 shares of common stock were represented in person or by proxy, equal to approximately 80.41% of shares outstanding and eligible to vote, which met quorum requirements and allowed all proposals to be validly considered by stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:45 PM EDT

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) May 28, 2026

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38546

33-1051425

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


3222 Phoenixville Pike, Malvern, PA		19355
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (877) 600-7555

(Former name or former address, if changed since last report.) Not applicable.

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 on each exchange

on which registered

Common Stock ($0.01 par value)

STIM

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

Neuronetics, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 28, 2026 (the “Annual Meeting”). A total of 55,950,118 shares of common stock, representing approximately 80.41% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2027 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:


Nominees	For	Withheld	Broker Non-Votes
Avinash N. Amin, M.D.	33,982,534	7,305,990	14,661,594
Robert A. Cascella	29,304,597	11,983,927	14,661,594
Sheryl L. Conley	29,304,311	11,984,213	14,661,594
Sasha S. Cucuz	28,512,554	12,775,970	14,661,594
Glenn P. Muir	29,281,048	12,007,476	14,661,594
Daniel L. Reuvers	34,472,656	6,815,868	14,661,594
Megan R. Rosengarten	28,794,454	12,494,070	14,661,594

Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the Company’s stockholders by the votes set forth in the table below:


47,194,967 votes		FOR the proposal
6,924,816 votes		AGAINST the proposal
1,830,335 votes		ABSTAIN

Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer during 2025 and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2025 was ratified by the Company’s stockholders by the votes set forth in the table below:


29,133,360 votes		FOR the proposal
11,503,294 votes		AGAINST the proposal
651,870 votes		ABSTAIN
14,661,594 votes		Broker Non-Votes

Proposal 4: The approval of the Neuronetics, Inc. 2026 Equity Incentive Plan was approved by the Company’s stockholders by the votes set forth in the table below:


23,802,955 votes		FOR the proposal
16,651,661 votes		AGAINST the proposal
833,908 votes		ABSTAIN
14,661,594 votes		Broker Non-Votes

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.


	NEURONETICS, INC.
	(Registrant)

Date: May 29, 2026	By:	/s/ W. Andrew Macan
	Name:	W. Andrew Macan
	Title:	Executive Vice President, Chief Legal Officer, and Corporate Secretary

Source: View Original Filing on SEC EDGAR

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