NeoGenomics (NEO) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with voting available online, by phone, or mail.

• Stockholders will vote on electing nine directors, executive compensation, amending the equity incentive plan, and ratifying the auditor.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposals include electing nine directors, a non-binding advisory vote on executive compensation, approval of the Second Amendment to the 2023 Equity Incentive Plan, and ratification of Deloitte & Touche LLP as auditor.

• Shareholders of record as of March 23, 2026, are eligible to vote.

• Procedures for submitting future shareholder proposals and director nominations are detailed, with deadlines and requirements for the 2027 meeting.

Board of directors and corporate governance

• Eight of nine director nominees are independent, with a diverse range of expertise and backgrounds.

• All board committees are composed solely of independent directors.

• The board separates the roles of Chair and CEO to enhance independence.

• Annual board and committee self-evaluations and CEO performance reviews are conducted.

• Share ownership guidelines require directors to hold stock equal to at least three times their annual retainer.