NEOGENOMICS INC
For the period ended Dec 31, 2025. Filed Apr 6, 2026.
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, 2025 · Filed Apr 6, 2026
Contents
PROXY OVERVIEW
PROXY STATEMENT FOR THE
2026 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 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the 2026 Annual Meeting. This Proxy Statement, including the notice of the 2026 Annual Meeting (the "Meeting Notice") and the proxy card, were first distributed to our stockholders on or about April 6, 2026.
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 2025 Annual Report, which includes our Annual Report on Form 10-K, as filed with the SEC on February 17, 2026.
| Proposal 1 - Election of Directors | |||
|---|---|---|---|
| •As of April 2026, eight of our nine Director nominees are independent, and collectively represent a broad range of backgrounds, qualifications and experiences.•As of April 2026, our Audit & Finance, 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 11. | ||
| Proposal 2 - Advisory Vote on Executive Compensation | |||
| •We strive to maintain a pay-for-performance compensation philosophy and believe that the performance objectives of our executive compensation program should align with our corporate 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 19. | ||
| Proposal 3 - To Approve the Second Amendment of the 2023 Equity Incentive Plan | |||
| •To approve the Second Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan. | ü | The Board recommends a vote FOR this proposal. | |
| à | Further information beginning on page 20. | ||
| Proposal 4 - 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, 2026. | ü | The Board recommends a vote FOR this proposal. | |
| à | Further information beginning on page 25. | ||
| NeoGenomics, Inc. | 1 | 2026 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.