UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2024, The Oncology Institute, Inc. (the “Company”) held its 2024 Annual Meeting Stockholders (the “2024 Annual Meeting”) in which the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2024.
At the meeting, a total of 61,082,992 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) were voted, representing 82.06% of the 74,435,707 shares of Common Stock outstanding as of the April 15, 2024 record date. The results of the items voted on at the 2024 Annual Meeting are as follows:
Proposal 1: Election of Directors
The Company’s stockholders elected nine directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:
| Nominee | For | Authority Withheld | Broker Non-Votes | |||
| Richard Barasch | 48,707,815 | 173,921 | 12,201,256 | |||
| Maeve O’Meara Duke | 48,846,098 | 38,231 | 12.198,663 | |||
| Brad Hively | 47,659,187 | 1,222,549 | 12,201,256 | |||
| Karen Johnson | 46,859,208 | 2,023,214 | 12,200,570 | |||
| Mohit Kaushal | 48,014,989 | 867,433 | 12,200,570 | |||
| Gabriel Ling | 48,709,376 | 172,360 | 12,201,256 | |||
| Anne McGeorge | 48,019,855 | 862,567 | 12,200,570 | |||
| Mark Pacala | 47,995,874 | 886,548 | 12,200,570 | |||
| Daniel Virnich | 48,828,032 | 56,297 | 12,198,663 |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accountants
The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved. The votes regarding the ratification of the appointment were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 60,840,035 | 192,610 | 50,347 | N/A |
Proposal 3: Approval, for Purposes of Nasdaq Listing Rule 5635, of the issuances of the maximum number of shares of Common Stock underlying the Company’s Secured Senior Convertible Notes and Common Stock Purchase Warrants
Pursuant to the facility agreement (the “Facility Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries from time to time party thereto as guarantors and Deerfield Partners, L.P. (“Deerfield”), as agent for itself and the lenders (the “Deerfield Financing”), the stockholders approved the future issuance of up to a maximum of 20,459,040 aggregate shares of Common Stock upon conversion of the Company’s outstanding Convertible Notes issued under the Facility Agreement, and upon exercise of Common Stock Purchase Warrants that are potentially issuable in accordance with the Facility Agreement under certain circumstances. The votes regarding the approval of these potential future issuances were as follows.
| For | Against | Abstain | Broker Non-Votes | |||
| 44,078,561 | 159,426 | 4,646,342 | 12,198,663 | |||
SIGNATURE
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.
| Dated: June 13, 2024 | THE ONCOLOGY INSTITUTE, INC. | |
| By: | /s/ Mark Hueppelsheuser | |
| Mark Hueppelsheuser General Counsel |
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