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Oncology Institute (TOI) 2026 meeting backs board, auditor and annual say-on-pay

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

The Oncology Institute, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders representing 75,242,437 shares of common stock, or 75.26% of the 99,982,933 shares outstanding as of the April 24, 2026 record date, were present or represented by proxy.

All eight director nominees were elected under a plurality vote standard, each receiving over 23 million votes in favor. Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers and indicated a preference for holding future advisory votes on executive pay every year. The company decided it will continue to hold say-on-pay votes annually until the next required frequency vote.

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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 75,242,437 shares Voted at 2026 Annual Meeting
Shares outstanding 99,982,933 shares Common stock outstanding as of April 24, 2026 record date
Meeting participation rate 75.26% Portion of outstanding shares represented at 2026 Annual Meeting
Auditor ratification votes for 75,098,890 votes Votes for BDO USA, P.C. as 2026 auditor
Say-on-pay votes for 25,280,934 votes Advisory approval of named executive officer compensation
Annual frequency votes 24,918,766 votes Support for one-year say-on-pay vote frequency
Director with highest for votes 25,528,398 votes For votes received by director nominee Daniel Virnich
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”)"
independent registered public accounting firm financial
"ratification of the appointment of BDO USA, P.C. 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.
Say-on-Pay Proposal financial
"Approval, on a non-binding, advisory basis, of the Company’s named executive officers (the “Say-on-Pay Proposal”)"
Say-on-Frequency Proposal financial
"Approval, on a non-binding, advisory basis, of the preferred frequency of future advisory votes ... (the “Say-on-Frequency Proposal”)"
broker non-votes financial
"For Against Abstain 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.
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Understanding 8-K Material Events →
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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 17, 2026

___________________________________

 

THE ONCOLOGY INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

___________________________________

 

Delaware   001-39248   84-3562323
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

18000 Studebaker Road, Suite 800, Cerritos, CA   90703
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (562) 735-3226

 

 

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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, par value $0.0001   TOI   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share   TOIIW   The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 17, 2026, The Oncology Institute, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) in which the Company’s holders of Common Stock considered four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2026.

 

At the meeting, a total of 75,242,437 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) were voted, representing 75.26% of the 99,982,933 shares of Common Stock outstanding as of the April 24, 2026 record date. The results of the items voted on at the 2026 Annual Meeting are as follows:

 

Proposal 1: Election of Directors

 

The Company’s stockholders elected eight directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:

 

Nominee  For   Authority Withheld   Broker Non-Votes 
             
Brad Hively   24,098,631    1,477,084    49,666,722 
Karen Johnson   23,014,174    2,561,541    49,666,722 
Mohit Kaushal   24,061,396    1,514,319    49,666,722 
Anne McGeorge   24,062,503    1,513,212    49,666,722 
Mark Pacala   24,068,647    1,507,068    49,666,722 
Mark Stolper   24,102,389    1,473,326    49,666,722 
Kimberly Tzoumakas   24,102,880    1,472,835    49,666,722 
Daniel Virnich   25,528,398    47,317    49,666,722 

 

Proposal 2: Ratification of the Appointment of Independent Registered Public Accountants

 

The ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved. The votes regarding the ratification of the appointment were as follows:

 

For   Against   Abstain  Broker Non-Votes
            
75,098,890   37,257   106,290  N/A

 

 

Proposal 3: Approval, on a non-binding, advisory basis, of the Company’s named executive officers (the “Say-on-Pay Proposal”)

 

The Say-on-Pay Proposal was approved. The votes regarding the approval of the Say-on-Pay Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
              
25,280,934   282,655   12,126   49,666,722 

 

 

Proposal 4: Approval, on a non-binding, advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”)

 

The Say-on-Frequency Proposal was approved as follows:

 

1 Year   2 Year   3 Year   Abstain   Broker Non-Votes 
                  
24,918,766   21,446   590,788   44,715   49,666,722 

 

In light of the voting results on the Say-on-Frequency Proposal, the Company determined that, subject to the Company continuing to be subject to any applicable requirement to have such a vote, the Company will hold an advisory vote on the compensation of the Company’s named executive officers annually and will continue to hold advisory votes on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of advisory votes on the compensation of the Company’s named executive officers

 

 
 

 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.

Dated: June 18, 2026 THE ONCOLOGY INSTITUTE, INC.
   
  By: /s/ Minh Merchant
  Name:  

Minh Merchant

  Title:

Chief Legal Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did TOI stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on four items: election of eight directors, ratification of BDO USA, P.C. as auditor for 2026, an advisory say-on-pay vote on executive compensation, and an advisory vote on how often future say-on-pay votes should occur.

How many TOI shares were represented at the 2026 Annual Meeting?

A total of 75,242,437 shares of common stock were voted, representing 75.26% of the 99,982,933 shares outstanding as of the April 24, 2026 record date, indicating a strong quorum for conducting official corporate business at the meeting.

Were all director nominees elected at TOI’s 2026 Annual Meeting?

Yes, all eight nominees, including Brad Hively and Daniel Virnich, were elected to serve until their successors are elected and qualified. Each nominee received more than 23 million votes in favor under the company’s plurality voting standard for director elections.

Which audit firm did TOI stockholders ratify for the 2026 fiscal year?

Stockholders ratified BDO USA, P.C. as TOI’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 75,098,890 votes for, 37,257 against, and 106,290 abstentions, with no broker non-votes recorded.

Did TOI stockholders approve the 2026 say-on-pay proposal?

Yes, the advisory say-on-pay proposal was approved. It received 25,280,934 votes for, 282,655 against, and 12,126 abstentions, with 49,666,722 broker non-votes. This reflects stockholder support for the compensation of TOI’s named executive officers in 2026.

How often will TOI hold future say-on-pay votes after the 2026 meeting?

Stockholders indicated a preference for annual advisory votes on executive compensation, with 24,918,766 votes for a one-year frequency. TOI determined it will hold say-on-pay votes every year until the next required vote on the preferred frequency of such votes.

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