0001193125-13-256313.txt : 20130612 0001193125-13-256313.hdr.sgml : 20130612 20130612172634 ACCESSION NUMBER: 0001193125-13-256313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130606 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130612 DATE AS OF CHANGE: 20130612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOGENOMICS INC CENTRAL INDEX KEY: 0001077183 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 742897368 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35756 FILM NUMBER: 13909600 BUSINESS ADDRESS: STREET 1: 1726 MEDICAL BOULEVARD, SUITE 201 STREET 2: SUITE 201 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 9419231949 MAIL ADDRESS: STREET 1: 1726 MEDICAL BOULEVARD, SUITE 201 STREET 2: SUITE 201 CITY: NAPLES STATE: FL ZIP: 34108 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COMMUNICATIONS ENTERPRISES INC DATE OF NAME CHANGE: 19990120 8-K 1 d552711d8k.htm FORM 8-K Form 8-K

 

 

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 6, 2013

 

 

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))

 

 

 

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

On June 6, 2013, NeoGenomics, Inc., a Nevada corporation (the “Company”), held an annual meeting of its stockholders (the “2013 Annual Meeting”). At the 2013 Annual Meeting, a total of 34,085,855 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), were present or represented by proxy at the meeting, representing approximately seventy percent (70%) of the outstanding Common Stock as of April 22, 2013, the record date for the 2013 Annual Meeting.

At the 2013 Annual Meeting, five (5) 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, Michael T. Dent, Kevin C. Johnson, Raymond R. Hipp and William J. Robison for terms until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. The stockholders elected the six (6) directors by the following votes:

 

Director

    Votes For      Votes Withheld  

Douglas M. VanOort

      32,028,492         2,057,366   

Steven C. Jones

      32,006,895         2,078,960   

Michael T. Dent

      23,007,791         11,078,067   

Kevin C. Johnson

      33,460,489         625,366   

Raymond R. Hipp

      32,814,527         1,271,328   

William Robison

      33,732,630         353 225   

(2) Proposal No. 2: The approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers, as described in the “Executive and Director Compensation” section and compensation tables and narrative disclosure of the Company’s Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation by the following votes:

 

Votes For

      32,586,546   

Votes Against

      879,374   

Abstentions

      619,935   

(3) Proposal No. 3: The approval of a non-binding resolution regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers which could be held every year, every two (2) years or every three (3) years. The stockholder approved the non-binding advisory resolution regarding the frequency of future votes on executive compensation every three (3) years as follows:

 

1 Year

      14,105,178   

2 Years

      1,045,732   

3 Years

      18,652,305   

 

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(4) Proposal No. 4: The stockholders approved the amendment and restatement of the Company’s Employee Stock Purchase Plan by the following votes:

 

For

      33,994,699   

Against

      48,368   

Abstentions

      42,788   

(5) Proposal No. 5: The stockholders approved the amendment and restatements of the Company’s Amended and Restated Equity Incentive Plan by the following votes:

 

For

      30,712,306   

Against

      2,748,939   

Abstentions

      624,868   

The Company has decided to set the frequency of future advisory votes on the compensation of the Company’s named executive officers at every three (3) years going forward.

 

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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/ George A. Cardoza

    George A. Cardoza
    Chief Financial Officer

Date: June 12, 2013

 

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