Current Report
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 8-K

__________________________________________________________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)  June 17, 2026

___________________________________

 

THE ONCOLOGY INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

___________________________________

 

Delaware   001-39248   84-3562323
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

18000 Studebaker Road, Suite 800, Cerritos, CA   90703
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (562) 735-3226

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0001   TOI   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share   TOIIW   The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐.

 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 17, 2026, The Oncology Institute, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) in which the Company’s holders of Common Stock considered four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2026.

 

At the meeting, a total of 75,242,437 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) were voted, representing 75.26% of the 99,982,933 shares of Common Stock outstanding as of the April 24, 2026 record date. The results of the items voted on at the 2026 Annual Meeting are as follows:

 

Proposal 1: Election of Directors

 

The Company’s stockholders elected eight directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:

 

Nominee  For   Authority Withheld   Broker Non-Votes 
             
Brad Hively   24,098,631    1,477,084    49,666,722 
Karen Johnson   23,014,174    2,561,541    49,666,722 
Mohit Kaushal   24,061,396    1,514,319    49,666,722 
Anne McGeorge   24,062,503    1,513,212    49,666,722 
Mark Pacala   24,068,647    1,507,068    49,666,722 
Mark Stolper   24,102,389    1,473,326    49,666,722 
Kimberly Tzoumakas   24,102,880    1,472,835    49,666,722 
Daniel Virnich   25,528,398    47,317    49,666,722 

 

Proposal 2: Ratification of the Appointment of Independent Registered Public Accountants

 

The ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved. The votes regarding the ratification of the appointment were as follows:

 

For   Against   Abstain  Broker Non-Votes
            
75,098,890   37,257   106,290  N/A

 

 

Proposal 3: Approval, on a non-binding, advisory basis, of the Company’s named executive officers (the “Say-on-Pay Proposal”)

 

The Say-on-Pay Proposal was approved. The votes regarding the approval of the Say-on-Pay Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes 
              
25,280,934   282,655   12,126   49,666,722 

 

 

Proposal 4: Approval, on a non-binding, advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”)

 

The Say-on-Frequency Proposal was approved as follows:

 

1 Year   2 Year   3 Year   Abstain   Broker Non-Votes 
                  
24,918,766   21,446   590,788   44,715   49,666,722 

 

In light of the voting results on the Say-on-Frequency Proposal, the Company determined that, subject to the Company continuing to be subject to any applicable requirement to have such a vote, the Company will hold an advisory vote on the compensation of the Company’s named executive officers annually and will continue to hold advisory votes on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of advisory votes on the compensation of the Company’s named executive officers

 

 
 

 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 18, 2026 THE ONCOLOGY INSTITUTE, INC.
   
  By: /s/ Minh Merchant
  Name:  

Minh Merchant

  Title:

Chief Legal Officer