8-K: Current report filing
Published on April 25, 2022
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)
(Exact name of registrant as specified in its charter)
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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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| (Address of principal executive offices) | (Zip Code) | ||||||||||
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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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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As previously reported, effective March 28, 2022, the Board of Directors (the “Board”) of NeoGenomics, Inc. (the “Company”) appointed Lynn A. Tetrault, Esq. as the Company’s Executive Chair of the Board of Directors and principal executive officer.
On April 19, 2022, the Board approved a compensation arrangement with Ms. Tetrault for her role as Executive Chair of the Board of Directors and principal executive officer, pursuant to which Ms. Tetrault will receive base compensation equal to $800,000 per year, retroactive to March 28, 2022, and prorated for calendar year 2022. In addition, Ms. Tetrault will be eligible for additional compensation in the form of a bonus in an amount between $500,000 and $2,000,000, to be awarded at the end of her tenure as Executive Chair at the discretion of the Culture and Compensation Committee of the Board.
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/ William B. Bonello | |||||||
| Name: | William B. Bonello | |||||||
| Title: | Chief Financial Officer | |||||||
| Date: | April 25, 2022 | |||||||