NEOGENOMICS INC
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 8, 2025
Contents
PROXY OVERVIEW
NEOGENOMICS, INC.
PROXY STATEMENT FOR THE
2025 ANNUAL MEETING OF STOCKHOLDERS
NeoGenomics, Inc. (“we,” “us,” “our,” “NeoGenomics,” or the “Company”), having its principal executive offices at 9490 NeoGenomics Way, Fort Myers, Florida 33912, is providing these proxy materials in connection with the 2025 Annual Meeting of Stockholders of NeoGenomics (the “2025 Annual Meeting”). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the 2025 Annual Meeting. This Proxy Statement, including the notice of the 2025 Annual Meeting (the "Meeting Notice") and the proxy card, were first distributed to our stockholders on or about April 8, 2025.
The following is a summary of key disclosures in our Proxy Statement. This is only a summary and may not contain all the information that is important to you. For more complete information, please review the full Proxy Statement as well as our 2024 Annual Report, which includes our Annual Report on Form 10-K, as filed with the SEC on February 18, 2025.
| Proposal 1 - Election of Directors | |||
|---|---|---|---|
| •As of April 2025, eight of our nine Director nominees are independent, and all represent a diverse background of qualifications and experience.•Our Director nominees are 44% female and 33% racial/ethnic diverse.•As of April 2025, our Audit & Finance, Compliance, Culture & Compensation and Nominating & Corporate Governance Committees are comprised solely of independent Directors. | ü | The Board recommends a vote FOR each Director nominee. | |
| à | Further information beginning on page 13. | ||
| Proposal 2 - Advisory Vote on Executive Compensation | |||
| •We strive for pay-for-performance and believe that performance objectives should align with our strategy over the long term.•Our compensation philosophy is focused on providing compensation and benefits that are competitive and meet our goals of attracting, retaining, and motivating highly skilled teammates and management. | ü | The Board recommends a vote FOR this proposal. | |
| à | Further information beginning on page 22. | ||
| Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | |||
| •Our current practice is an annual advisory vote on the compensation paid to our named executive officers. | ü | The Board recommends a vote of 1 YEAR for this proposal. | |
| à | Further information beginning on page 23. | ||
| Proposal 4 - To Approve the First Amendment of the 2023 Equity Incentive Plan | |||
| •To approve the First Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan. | ü | The Board recommends a vote FOR this proposal. | |
| à | Further information beginning on page 24. | ||
| NeoGenomics, Inc. | 1 | 2025 Proxy Statement |
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| Proposal 5 - Ratification of Independent Registered Accounting Firm | |||
|---|---|---|---|
| •The Audit and Finance Committee of the Board has appointed Deloitte & Touche LLP to act as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | ü | The Board recommends a vote FOR this proposal. | |
| à | Further information beginning on page 30. | ||
| NeoGenomics, Inc. | 2 | 2025 Proxy Statement |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.