UNITED STATES

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 1, 2018

 

 

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada		001-35756		74-2897368
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

12701 Commonwealth Drive, Suite 9 Fort Myers, Florida		33913
(Address of principal executive offices)		(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

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Item 5.07.	Submission of Matters to a Vote of Security Holders.

On June 1, 2018, NeoGenomics, Inc., a Nevada corporation (the “Company”), held an annual meeting of its stockholders.  At the annual meeting, 76,115,215 shares of the Company’s common stock, par value $0.001 per share, and all 6,864,000 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 95% of the outstanding Voting Stock as of April 2, 2018, the record date for the annual meeting. At the annual meeting, three 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 Douglas M. VanOort, Steven C. Jones, Kevin C. Johnson, Raymond R. Hipp, Bruce K. Crowther, Lynn A. Tetrault, Alison L. Hannah and Stephen M. Kanovsky 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 eight directors by the following votes:

		Votes For			Votes Withheld			Votes Against			Broker Non-Votes
Douglas M. VanOort		66,773,180			1,374,648			—			14,831,387
Steven C. Jones		66,967,600			1,180,228			—			14,831,387
Kevin C. Johnson		64,354,178			3,793,650			—			14,831,387
Raymond R. Hipp		65,025,657			3,122,171			—			14,831,387
Bruce K. Crowther		66,828,757			1,319,071			—			14,831,387
Lynn A. Tetrault		63,679,484			4,468,344			—			14,831,387
Alison L. Hannah		66,736,945			1,410,833			—			14,831,387
Stephen M. Kanovsky		65,138,627			3,009,201			—			14,831,387

(2) Proposal No. 2: The approval of the amendment of the amended and restated employee stock purchase plan, as identified in the proxy statement for the annual meeting.  The stockholders approved the proposal by the following vote:

 

		Votes For			Abstentions			Votes Against			Broker Non-Votes
Number of Votes		67,565,646			73,493			508,689			14,831,387
Outstanding %		77.27	%		—	%		0.58	%
Voted %		99.25	%		—	%		0.74	%

 

(3) Proposal No. 3: The ratification of the appointment of the independent registered public accountant.  The stockholders approved the proposal by the following vote:

		Votes For			Abstentions			Votes Against			Broker Non-Votes
Number of Votes		82,609,877			291,081			78,257			—
Outstanding %		94.48	%		—	%		0.08	%
Voted %		99.90	%		—	%		0.09	%

Item 9.01.  Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Not applicable

 

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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.

 

		NEOGENOMICS, INC.
By:		/s/ Sharon A. Virag
		Sharon A. Virag
		Chief Financial Officer
		June 6, 2018