NEOGENOMICS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of 2024 Annual Meeting of

Stockholders and Proxy Statement

April 8, 2024

9490 NeoGenomics Way

Fort Myers, Florida 33912

Fellow Stockholders,

On behalf of the Board of Directors, it is my pleasure to invite you to attend our 2024 Annual Meeting of Stockholders of NeoGenomics, Inc., which will be held on Thursday, May 23, 2024, at 10:00 a.m., Eastern Time (the "2024 Annual Meeting"). The 2024 Annual Meeting will be a completely virtual meeting conducted via live webcast.

Details regarding the 2024 Annual Meeting and the business to be conducted are described in the accompanying Proxy Statement. In addition to considering the matters described in the Proxy Statement, we will report on matters of interest to our stockholders.

We are pleased to inform you that instead of a paper or electronic copy of our proxy materials, most of our stockholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) on or about April 8, 2024. The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All stockholders who do not receive a Notice of Internet Availability, or who have not consented to receive their proxy materials electronically by email, will be mailed a paper copy of the proxy materials. Furnishing proxy materials over the Internet allows us to provide our stockholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the 2024 Annual Meeting whether or not you plan to attend the live webcast of the 2024 Annual Meeting. Please vote electronically over the Internet, by telephone, or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the 2024 Annual Meeting. Instructions on how to vote while participating at the 2024 Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/NEO2024.

On behalf of the Board of Directors and management, we thank you for your continued support and confidence in NeoGenomics, Inc.

Sincerely,

Lynn Tetrault

Non-Executive Chair of the Board of Directors

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NeoGenomics, Inc., will be held on Thursday, May 23, 2024, at 10:00 a.m., Eastern Time (the "2024 Annual Meeting"). The 2024 Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the 2024 Annual Meeting online and submit your questions during the 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/NEO2024. For instructions on how to attend and vote your shares at the 2024 Annual Meeting, see the information in the accompanying Proxy Statement.

Items of Business:

1. To elect nine directors from the nominees named in the attached Proxy Statement.

2. To approve, on a non-binding advisory basis, executive compensation.

3. To approve the Fourth Amendment of the Employee Stock Purchase Plan (as amended and restated).

4. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2024.

5. To consider any other business properly brought before the 2024 Annual Meeting.

Record Date:

You can vote if you were a stockholder of record as of the close of business on March 25, 2024.

Proxy Voting:

It is important that your shares be represented at the 2024 Annual Meeting regardless of the number of shares you hold. Whether or not you expect to virtually attend, please complete, date, sign and return the accompanying proxy card in the enclosed envelope or use the telephone or Internet method of voting as described on your proxy card to ensure the presence of a quorum at the meeting. Even if you have voted by proxy and you virtually attend the meeting, you may, if you prefer, revoke your proxy and vote your shares virtually.

By Order of the Board of Directors

Alicia Olivo

EVP, General Counsel & Business Development

Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders to be held on Thursday, May 23, 2024. Our 2024 Proxy Statement and 2023 Annual Report to Stockholders are available at www.proxyvote.com.

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