NEO Neogenomics 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 May 21, 2026, NeoGenomics, Inc. (the "Company") held an annual meeting (the "Annual Meeting") of its stockholders. At the Annual Meeting, stockholders approved an amendment (the "Amendment") to the Company's 2023 Equity Incentive Plan (the "Equity Incentive Plan") to increase the number of shares authorized for issuance thereunder by 5,000,000 shares. The Board of Directors of the Company approved the Amendment to Equity Incentive Plan, subject to stockholder approval.

A summary description of the terms of the Amendment is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2026 (the "Proxy Statement") under the section of the Proxy Statement entitled "Proposal 4 - Second Amendment of the 2023 Equity Incentive Plan," which is qualified by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting on May 21, 2026, 116,630,120 shares of the Company’s common stock, par value $0.001 per share, were present or represented by proxy, representing approximately 89.61% of the outstanding voting stock as of March 23, 2026, the record date for the Annual Meeting. At the Annual Meeting, four proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:

(1)  Proposal No. 1: The election of Lynn A. Tetrault, Dr. Marjorie C. Green, Dr. Neil Gunn, Stephen M. Kanovsky, Michael A. Kelly, John P. Kenny, David B. Perez, Felicia Williams and Anthony P. Zook to serve as members of the Board of Directors until the next succeeding annual meeting of stockholders or until his or her successor has been duly elected and qualified.  The stockholders elected the nine directors by the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Lynn A. Tetrault

105,727,863

3,367,912

1,276,412

6,257,933

Dr. Marjorie C. Green

109,519,041

778,682

74,464

6,257,933

Dr. Neil Gunn

107,351,592

2,945,140

75,455

6,257,933

Stephen M. Kanovsky

109,295,532

973,974

102,681

6,257,933

Michael A. Kelly

104,709,238

5,604,891

58,058

6,257,933

John P. Kenny

110,028,235

268,748

75,204

6,257,933

David B. Perez

106,880,533

3,425,136

66,518

6,257,933

Felicia Williams

109,486,148

792,263

93,776

6,257,933

Anthony P. Zook

109,656,654

657,836

57,697

6,257,933

(2) Proposal No. 2: The approval, on an advisory basis, of the compensation paid to the Company’s Named Executive Officers, as identified in the proxy statement for the Annual Meeting. The advisory approval received an affirmative vote of a majority of the votes cast by stockholders as follows:

Number of Votes

Outstanding %

Voted %

For

91,781,833

70.52%

83.19%

Against

18,534,236

14.24%

16.80%

Abstentions

56,118

0.04%

0.05%

Broker Non-Votes

6,257,933

(3) Proposal No. 3: The approval of the Amendment, as identified in the proxy statement for the Annual Meeting. The stockholders approved the proposal by the following vote:

Number of Votes

Outstanding %

Voted %

For

108,010,493

82.99%

97.90%

Against

2,308,922

1.77%

2.09%

Abstentions

52,772

0.04%

0.04%

Broker Non-Votes

6,257,933

(4) Proposal No. 4: The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant. The stockholders approved the proposal by the following vote:

Number of Votes

Outstanding %

Voted %

For

116,103,093

89.21%

99.57%

Against

494,869

0.38%

0.42%

Abstentions

32,158

0.02%

0.02%

Item 9.01

Financial Statements and Exhibits.

(a)

Not applicable

(b)

Not applicable

(c)

Not applicable

(d)

Exhibits.

10.1

NeoGenomics, Inc. 2023 Equity Incentive Plan (incorporated by reference to Annex A to the Company's Proxy Statement pursuant to Section 14(a) of the Exchange Act filed with the SEC on April 7, 2023)

10.2

First Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan, as approved by the Company's stockholders on May 22, 2025 (incorporated by reference to Annex A of the Company's Proxy Statement on Form DEF 14A filed with the SEC on April 8, 2025)

10.3

Second Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan, as approved by the Company's stockholders on May 21, 2026 (incorporated by reference to Annex A of the Company's Proxy Statement on Form DEF 14A filed with the SEC on April 6, 2026)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).