DCGO Docgo Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2026, Stephen K. Klasko, MD notified DocGo Inc. (the “Company”) of his decision to step down as a member of the Board of Directors (the “Board”) and his other Board and committee positions because he accepted a new significant healthcare leadership role, effective as of the conclusion of the Company’s 2026 Annual Meeting of Stockholders expected to be held on June 16, 2026 (the “Effective Time”). Dr. Klasko’s decision to step down from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, disclosures, policies or practices. The Company is sincerely grateful to Dr. Klasko for his dedicated service on the Board and his contributions to the Company since joining the Board in October 2024.

In connection with Dr. Klasko’s notice of departure from the Board and his Board and committee positions, the Board’s Nominating and Corporate Governance Committee and the Board reassessed the leadership of the Board and appointed Michael Burdiek, a long-serving independent member of the Board, as an independent Chair of the Board, effective as of the Effective Time, with such duties and responsibilities as are customary to the office of Chair of the Board and to be assigned by the Board from time to time. Mr. Burdiek will hold such position until his successor shall have been duly elected and qualified or his earlier resignation, disqualification, death or removal. The Board’s Nominating and Corporate Governance Committee and the Board also reassessed committee compositions and appointed Jim Travers, an independent board member under Nasdaq listing rules, including heightened independence rules applicable to audit committee members, as a member of the Board’s Audit and Compliance Committee and the Nominating and Corporate Governance Committee, in each case to replace Dr. Klasko, effective as of immediately prior to the Effective Time.

In addition, effective immediately, on April 21, 2026, the Board formed a special committee, consisting of Vina Leite, Ira Smedra, and Michael Burdiek, to assist management in identifying corporate efficiencies and cost reduction opportunities in connection with the Company’s goal of accelerating achievement of profitability. Mr. Burdiek will chair this committee.

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