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Red Flags Detected

Elevated Say-on-pay Opposition (new) — 28% opposition to executive compensation is above typical levels and signals shareholder concern about pay practices.
Contested Equity Plan Approval (new) — 41% opposition to the new equity incentive plan indicates significant shareholder pushback on dilution or plan structure.

NASDAQ: STIM Neuronetics, Inc. 8-K

Neuronetics shareholders signal compensation concerns with 28% say-on-pay opposition

Filed May 29, 2026 · Period ending May 28, 2026 · ~1 min read

4 key changes 2 high relevance 2 red flags 1 section

Key Changes

high

Executive compensation received only 70.5% support, with 28% opposition representing 16.5% of shares outstanding—an elevated level that typically warrants board review of pay practices and performance alignment.

Item 5.07 verify on EDGAR →
high

New equity incentive plan narrowly passed with 58.8% support and 41% opposition (24% of shares outstanding against), indicating significant shareholder concern about dilution or plan terms.

Item 5.07 verify on EDGAR →
medium

Director elections showed mixed support ranging from 69% to 84%, with three nominees (Cucuz, Rosengarten, Cascella) receiving 30-31% withheld votes, suggesting dissatisfaction with certain board members.

Item 5.07 verify on EDGAR →
low

KPMG ratified as auditor with 84% support; 80% quorum achieved at annual meeting.

Item 5.07 verify on EDGAR →

Summary

Neuronetics' 2026 annual meeting revealed meaningful shareholder dissatisfaction with compensation practices. The say-on-pay vote passed with only 70.5% support—28% opposition representing 16.5% of shares outstanding is elevated and typically prompts boards to reassess executive pay alignment with performance.

Even more contested was the new equity incentive plan, which barely passed with 58.8% support against 41% opposition (24% of shares outstanding voting against). This substantial pushback suggests investors are concerned about dilution or the plan's terms. Director elections also showed mixed results.

While all seven nominees were elected, three directors (Cucuz, Rosengarten, and Cascella) faced 30-31% withheld votes, indicating some shareholders question their continued service. The compensation-related votes are the primary concern for investors: the board will likely need to address shareholder feedback on both executive pay practices and equity compensation structure to rebuild support ahead of the 2027 proxy season.

Section-by-Section Diff

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

~500 words

Neuronetics held its 2026 annual meeting, electing 7 directors and approving auditor, say-on-pay, and new equity plan with varying support levels.

5 Added

Added Director elections medium

Added in current filing · view on EDGAR →

Nominees | For | Withheld | Broker | Non-Votes Avinash N. Amin, M.D. 33,982,534 | 7,305,990 | 14,661,594 Robert A. Cascella 29,304,597 | 11,983,927 | 14,661,594 Sheryl L. Conley 29,304,311 | 11,984,213 | 14,661,594 Sasha S. Cucuz 28,512,554 | 12,775,970 | 14,661,594 Glenn P. Muir 29,281,048 | 12,007,476 | 14,661,594 Daniel L. Reuvers 34,472,656 | 6,815,868 | 14,661,594 Megan R. Rosengarten 28,794,454 | 12,494,070 | 14,661,594

All seven director nominees were elected for one-year terms. Support ranged from 69.1% to 82.3% of votes cast (excluding broker non-votes), with Dr. Amin and Mr. Reuvers receiving the strongest support at 82.3% and 83.5% respectively. The withheld votes ranged from 16.5% to 30.9%, representing 12.4% to 23.1% of shares outstanding, indicating some shareholder dissatisfaction with certain nominees, particularly Cucuz, Rosengarten, and Cascella.

Added Say-on-pay vote high

Added in current filing · verify on EDGAR →

Executive compensation received 70.5% support of votes cast, but only 41.9% of shares outstanding voted in favor. The 27.8% opposition (11,503,294 against votes representing 16.5% of shares outstanding) is elevated and suggests meaningful shareholder concern about executive pay practices. This level of opposition typically warrants board attention to compensation structure and alignment with performance.

Added 2026 Equity Incentive Plan approval high

Added in current filing · verify on EDGAR →

The new equity incentive plan passed with 58.8% support of votes cast, but only 34.2% of shares outstanding voted in favor. The 41.2% opposition (16,651,661 against votes representing 23.9% of shares outstanding) is substantial and indicates significant shareholder concern about dilution or plan terms. This contested result suggests the board faced meaningful pushback on equity compensation practices.

Show 2 minor / wording changes

Added Annual meeting quorum and attendance low

Added in current filing · verify on EDGAR →

A total of 55,950,118 shares of common stock, representing approximately 80.41% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The annual meeting achieved quorum with 80.41% of outstanding shares represented. This turnout level is typical for annual meetings and sufficient for all proposals to proceed to a vote.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

Shareholders ratified KPMG LLP as independent auditor for 2026 with 84.4% support of votes cast and 67.8% of shares outstanding. The 12.4% opposition is within normal range for auditor ratifications.

View original filing on SEC.gov

Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify