Neuronetics, Inc. 8-K

What Happened

• Neuronetics, Inc. announced the results of its Annual Meeting of Stockholders held May 28, 2026 (reported in an 8-K filed May 29, 2026). A total of 55,950,118 shares (≈80.41% of outstanding eligible shares) were present in person or by proxy, constituting a quorum.
• All nominees for director were elected to one-year terms (through the 2027 Annual Meeting). The company’s appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026 was ratified. Stockholders also approved, on a non-binding advisory basis, executive compensation (say-on-pay) and approved the Neuronetics, Inc. 2026 Equity Incentive Plan.

Key Details

• Director election vote totals (For / Withheld; 14,661,594 broker non-votes were present):
  • Avinash N. Amin, M.D.: 33,982,534 For / 7,305,990 Withheld
  • Robert A. Cascella: 29,304,597 For / 11,983,927 Withheld
  • Sheryl L. Conley: 29,304,311 For / 11,984,213 Withheld
  • Sasha S. Cucuz: 28,512,554 For / 12,775,970 Withheld
  • Glenn P. Muir: 29,281,048 For / 12,007,476 Withheld
  • Daniel L. Reuvers: 34,472,656 For / 6,815,868 Withheld
  • Megan R. Rosengarten: 28,794,454 For / 12,494,070 Withheld
• Auditor ratification (Proposal 2): KPMG LLP ratified — 47,194,967 For / 6,924,816 Against / 1,830,335 Abstain.
• Say-on-pay advisory (Proposal 3): 29,133,360 For / 11,503,294 Against / 651,870 Abstain; 14,661,594 broker non-votes.
• 2026 Equity Incentive Plan approval (Proposal 4): 23,802,955 For / 16,651,661 Against / 833,908 Abstain; 14,661,594 broker non-votes.

Why It Matters

• Board continuity confirmed: all nominees were elected for one-year terms, which matters for governance and strategic oversight.
• Auditor ratification keeps KPMG LLP as the company’s independent auditor for fiscal 2026.
• Approval of the 2026 Equity Incentive Plan legally enables the company to grant stock-based compensation to employees and directors; this can affect future share dilution and executive incentives.
• The non-binding say-on-pay passed, showing shareholder support for executive compensation, though the level of dissent (over 11.5M votes against) is a record of investor sentiment the company may consider.