NASDAQ: NEO NEOGENOMICS INC 8-K

NeoGenomics shareholders approve 5M share increase to equity compensation plan

Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read

Key Changes

medium

Stockholders approved adding 5 million shares to the 2023 Equity Incentive Plan, expanding the pool available for employee stock grants and options. This dilutes existing shareholders but allows the company to continue equity-based compensation.

Item 5.07 verify on EDGAR →
low

All nine director nominees were re-elected to the board at the May 21 annual meeting, including Lynn Tetrault, Dr. Marjorie Green, Dr. Neil Gunn, and six others. No board composition changes.

Item 5.07 verify on EDGAR →
low

Executive compensation received advisory approval with 83% of votes cast in favor, though 17% voted against the pay packages for Named Executive Officers.

Item 5.07 verify on EDGAR →
low

Deloitte & Touche LLP was ratified as independent auditor with 99.6% approval from shareholders.

Item 5.07 verify on EDGAR →

Summary

NeoGenomics held its annual shareholder meeting on May 21, 2026, with the most significant outcome being approval to expand the equity compensation pool by 5 million shares.

This amendment to the 2023 Equity Incentive Plan increases the total shares available for employee stock awards, which will dilute existing shareholders but provides the company flexibility to attract and retain talent through equity-based compensation. The vote passed with strong support at nearly 98% of votes cast.

The meeting was otherwise routine, with all nine incumbent directors re-elected and the independent auditor ratified. Executive compensation received advisory approval, though 17% of votes were cast against management's pay packages—a level worth monitoring but not unusual for say-on-pay votes. Retail investors should watch for how aggressively management uses the expanded share pool over the next year. If the company grants equity awards at an accelerated pace, it could signal either aggressive hiring plans or potentially excessive executive compensation. The next proxy statement will detail actual grants made under the amended plan.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added

Added Equity plan share authorization increase medium

Added in current filing · verify on EDGAR →

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.

Shareholders voted to expand the company's equity compensation pool by 5 million shares. This increases the total shares available for employee stock grants, options, and other equity awards under the 2023 plan. The board had previously approved the amendment subject to shareholder ratification.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~500 words

Annual shareholder meeting held May 21, 2026: nine directors elected, executive compensation approved, amendment approved, auditor ratified.

4 Added

Added Amendment approval medium

Added in current filing · verify on EDGAR →

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 VotesOutstanding %Voted % | For 108,010,49382.99%97.90% | Against 2,308,9221.77%2.09% | Abstentions 52,7720.04%0.04%

Shareholders approved an amendment referenced in the proxy statement with 108,010,493 votes for (97.90% of votes cast) versus 2,308,922 against. The specific nature of the amendment is not detailed in this 8-K filing.

Show 3 minor / wording changes

Added Director elections low

Added in current filing · verify on EDGAR →

The stockholders elected the nine directors by the following votes: Votes ForVotes AgainstAbstentionsBroker Non-Votes Lynn A. Tetrault 105,727,8633,367,9121,276,4126,257,933 Dr. Marjorie C. Green 109,519,041778,68274,4646,257,933 Dr. Neil Gunn 107,351,5922,945,14075,4556,257,933 Stephen M. Kanovsky 109,295,532973,974102,6816,257,933 Michael A. Kelly 104,709,2385,604,89158,0586,257,933 John P. Kenny 110,028,235268,74875,2046,257,933 David B. Perez 106,880,5333,425,13666,5186,257,933 Felicia Williams 109,486,148792,26393,7766,257,933 Anthony P. Zook 109,656,654657,83657,6976,257,933

All nine director nominees were elected to the Board at the Annual Meeting held May 21, 2026. The directors are 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. They will serve until the next annual meeting or until their successors are elected.

Added Executive compensation advisory vote low

Added in current filing · verify on EDGAR →

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 VotesOutstanding %Voted % | For 91,781,83370.52%83.19% | Against 18,534,23614.24%16.80% | Abstentions 56,1180.04%0.05%

Shareholders approved, on an advisory basis, the compensation paid to the company's Named Executive Officers. The vote was 91,781,833 for (83.19% of votes cast) versus 18,534,236 against (16.80% of votes cast). This is a non-binding say-on-pay vote.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

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 VotesOutstanding %Voted % | For 116,103,09389.21%99.57% | Against 494,8690.38%0.42% | Abstentions 32,1580.02%0.02%

Shareholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accountant with overwhelming support: 116,103,093 votes for (99.57% of votes cast) versus 494,869 against.

Event · Item 9.01 — Financial Statements and Exhibits

~200 words

NeoGenomics filed to report stockholder approval of the Second Amendment to its 2023 Equity Incentive Plan on May 21, 2026.

1 Added

Show 1 minor / wording change

Added Second Amendment to 2023 Equity Incentive Plan low

Added in current filing · verify on EDGAR →

Second Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan, as approved by the Company's stockholders on May 21, 2026

NeoGenomics disclosed that its stockholders approved a Second Amendment to the company's 2023 Equity Incentive Plan on May 21, 2026. This is a routine corporate governance event reflecting stockholder authorization to modify the equity compensation plan, likely adjusting share reserves or plan terms. The specific amendment details are incorporated by reference to the proxy statement filed April 6, 2026.