Oncology Institute, Inc. 8-K

What Happened

• Oncology Institute, Inc. (TOI) filed an 8‑K reporting the results of its 2026 Annual Meeting of Stockholders held June 17, 2026. A total of 75,242,437 shares were voted, representing 75.26% of the 99,982,933 shares outstanding as of the April 24, 2026 record date.
• Stockholders elected eight directors (Brad Hively; Karen Johnson; Mohit Kaushal; Anne McGeorge; Mark Pacala; Mark Stolper; Kimberly Tzoumakas; Daniel Virnich). The company elects directors by plurality vote. The meeting also ratified the appointment of independent auditor BDO USA, P.C., approved the non‑binding Say‑on‑Pay proposal, and approved the Say‑on‑Frequency (annual) advisory vote.

Key Details

• Shares voted: 75,242,437 (75.26% of 99,982,933 outstanding as of April 24, 2026).
• Director votes (For / Withheld / Broker non‑votes): examples — Daniel Virnich 25,528,398 / 47,317 / 49,666,722; Brad Hively 24,098,631 / 1,477,084 / 49,666,722.
• Auditor ratification: BDO USA, P.C. approved — For 75,098,890; Against 37,257; Abstain 106,290.
• Advisory votes: Say‑on‑Pay approved — For 25,280,934; Against 282,655; Abstain 12,126 (49,666,722 broker non‑votes). Say‑on‑Frequency results favored annual votes — 1 year: 24,918,766; 2 year: 21,446; 3 year: 590,788; Abstain: 44,715. Company will hold annual advisory votes on executive compensation.

Why It Matters

• Governance: Election of the full slate of eight directors and ratification of the external auditor confirms continuity of the company’s board and external oversight for the coming year.
• Shareholder feedback: The non‑binding Say‑on‑Pay passed and the Say‑on‑Frequency vote resulted in an annual advisory vote on executive compensation — a governance practice that provides shareholders regular input on pay.
• Voting context: A large number of broker non‑votes (49,666,722) were recorded across proposals, which is relevant when assessing the level of active shareholder participation and support reflected in the tallied votes.