SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 7, 2016
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
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001-35756 |
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74-2897368 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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12701 Commonwealth Drive, Suite 9 Fort Myers, Florida |
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33913 |
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(Address of principal executive offices) |
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(Zip Code) |
(239) 768-0600
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On June 7, 2016, NeoGenomics, Inc., a Nevada corporation (the “Company”), held an annual meeting of its stockholders. At the annual meeting, 45,165,347 shares of the Company’s common stock, par value $0.001 per share, and all 14,666,667 shares of the Company’s Series A redeemable convertible preferred stock, par value $0.001 per share (together with the common stock, “Voting Stock”), were present or represented by proxy at the meeting, representing approximately 65% of the outstanding Voting Stock as of April 20, 2016, the record date for the annual meeting. At the annual meeting, two proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:
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(1) |
Proposal No. 1: The election of Douglas M. VanOort, Steven C. Jones, Kevin C. Johnson, Raymond R. Hipp, William J. Robison, Bruce K. Crowther, Lynn A. Tetrault, Alison L. Hannah and Kieran P. Murphy 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: |
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Votes For |
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Votes Withheld |
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Votes Against |
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Broker Non-Votes |
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Douglas M. VanOort |
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58,743,355 |
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1,088,629 |
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- |
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- |
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Steven C. Jones |
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57,359,991 |
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2,472,023 |
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- |
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- |
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Kevin C. Johnson |
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58,064,827 |
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1,767,187 |
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- |
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- |
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Raymond R. Hipp |
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53,351,517 |
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6,480,497 |
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- |
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- |
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William J. Robison |
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54,928,310 |
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4,903,704 |
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- |
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- |
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Bruce K. Crowther |
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58,569,235 |
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1,262,779 |
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- |
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- |
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Lynn A. Tetrault |
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57,318,645 |
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2,513,369 |
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- |
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- |
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Alison L. Hannah |
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59,308,758 |
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523,256 |
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- |
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- |
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Kieran P. Murphy |
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46,614,167 |
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13,217,847 |
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- |
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- |
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Number of Votes |
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Outstanding % |
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Voted % |
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For |
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56,371,665 |
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61.42% |
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94.22% |
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Against |
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2,982,005 |
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3.25% |
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4.98% |
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Abstentions |
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478,344 |
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0.52% |
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0.80% |
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Item 8.01. Other Matters.
The investor presentation attached hereto as Exhibit 99.1 was presented to the Company’s stockholders at the special meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
99.1 Annual Shareholder Meeting Presentation dated June 7, 2016
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SIGNATURES
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.
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NEOGENOMICS, INC. |
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By: |
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/s/ George Cardoza |
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George Cardoza |
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Chief Financial Officer |
Date: June 8, 2016
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Exhibit Index
Exhibit No. Description
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99.1
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Annual Shareholder Meeting Presentation dated June 7, 2016
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