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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) May 28, 2026

 

 

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38546   33-1051425

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3222 Phoenixville Pike, Malvern, PA   19355
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (877) 600-7555

(Former name or former address, if changed since last report.) Not applicable.

 

 

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

 

Pre-commencement communications 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 on each exchange

on which registered

Common Stock ($0.01 par value)   STIM   The Nasdaq Global Market

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

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

Neuronetics, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 28, 2026 (the “Annual Meeting”). A total of 55,950,118 shares of common stock, representing approximately 80.41% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2027 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Nominees

   For    Withheld    Broker
Non-Votes

Avinash N. Amin, M.D.

   33,982,534    7,305,990    14,661,594

Robert A. Cascella

   29,304,597    11,983,927    14,661,594

Sheryl L. Conley

   29,304,311    11,984,213    14,661,594

Sasha S. Cucuz

   28,512,554    12,775,970    14,661,594

Glenn P. Muir

   29,281,048    12,007,476    14,661,594

Daniel L. Reuvers

   34,472,656    6,815,868    14,661,594

Megan R. Rosengarten

   28,794,454    12,494,070    14,661,594

Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the Company’s stockholders by the votes set forth in the table below:

 

47,194,967 votes   FOR the proposal
6,924,816 votes   AGAINST the proposal
1,830,335 votes   ABSTAIN

Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer during 2025 and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2025 was ratified by the Company’s stockholders by the votes set forth in the table below:

 

29,133,360 votes   FOR the proposal
11,503,294 votes   AGAINST the proposal
651,870 votes   ABSTAIN
14,661,594 votes   Broker Non-Votes

Proposal 4: The approval of the Neuronetics, Inc. 2026 Equity Incentive Plan was approved by the Company’s stockholders by the votes set forth in the table below:

 

23,802,955 votes   FOR the proposal
16,651,661 votes   AGAINST the proposal
833,908 votes   ABSTAIN
14,661,594 votes   Broker Non-Votes

 


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.

 

    NEURONETICS, INC.
    (Registrant)
Date: May 29, 2026     By:  

/s/ W. Andrew Macan

    Name:   W. Andrew Macan
    Title:   Executive Vice President, Chief Legal Officer, and Corporate Secretary