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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 14, 2022
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The Oncology Institute, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-39248 (Commission File Number) | 84-3562323 (I.R.S. Employer Identification Number) |
18000 Studebaker Rd, Suite 800 Cerritos, California 90703 |
(Address of principal executive offices and zip code) |
(562) 735-3226 |
(Registrant's telephone number, including area code) |
_________________________________________________________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:
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 July 14, 2022, The Oncology Institute, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"). At the meeting, a total of 59,998,914 shares were voted, representing 80.58% of the 74,455,497 shares of the Company’s Common Stock outstanding as of the May 16, 2022 record date. The result of the items voted on at the 2022 Annual Meeting are as follows:
Proposal I: Election of Directors
All seven nominated directors were elected to hold office until the 2023 annual meeting. The stockholders voted as follows:
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| Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Brad Hively | | 58,803,962 | | | — | | | 506,871 | | | 688,081 | |
| Richard Barasch | | 58,803,907 | | | — | | | 506,926 | | | 688,081 | |
| Karen Johnson | | 58,803,962 | | | — | | | 506,871 | | | 688,081 | |
| Dr. Mohit Kaushal | | 58,803,962 | | | — | | | 506,871 | | | 688,081 | |
| Anne McGeorge | | 58,803,962 | | | — | | | 506,871 | | | 688,081 | |
| Maeve O’Meara | | 58,803,907 | | | — | | | 506,926 | | | 688,081 | |
| Ravi Sarin | | 58,803,962 | | | — | | | 506,871 | | | 688,081 | |
Proposal II: Ratification of the Appointment of Independent Registered Public Accountants
The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022, the stockholders voted as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 58,985,172 | | — | | 1,013,742 | | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 15, 2022
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The Oncology Institute, Inc. |
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By: | /s/ Brad Hively |
Name: | Brad Hively |
Title: | Chief Executive Officer |