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NEO > SEC Filings for NEO > Form 8-K on 12-Jun-2013All Recent SEC Filings

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Form 8-K for NEOGENOMICS INC


12-Jun-2013

Submission of Matters to a Vote of Security Holders


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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