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CANCER GENETICS, INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 22, 2014



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

On May 22, 2014, Cancer Genetics, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). The shareholders of the Company voted on the following three proposals, each of which is described in detail in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2014 (the "Proxy Statement"). The results of each matter voted upon are as follows:

Proposal No. 1: Election of Directors. The following individuals were elected to the Company's Board of Directors (the "Board"). All directors of the Company hold office until the next annual meeting or until their respective successors are duly elected and qualified or their earlier resignation or removal:

Broker Name For Withheld Non-Votes John Pappajohn (Chairman of the Board) 4,678,805 127,827 2,596,551 Panna L. Sharma (President and Chief Executive Officer) 4,727,435 79,197 2,596,551 Keith L. Brownlie 4,798,073 8,559 2,596,551 Edmund Cannon 4,576,565 230,067 2,596,551 Raju S.K. Chaganti, Ph.D. 4,682,855 123,777 2,596,551 Franklyn G. Prendergast, M.D., Ph.D. 4,797,643 8,989 2,596,551 Paul R. Rothman, M.D. 4,798,173 8,459 2,596,551 Michael J. Welsh, M.D. 4,798,173 8,459 2,596,551



Proposal No. 2: Appointment of the Independent Registered Public Accounting Firm. The shareholders ratified the appointment of McGladrey LLP as our independent registered public accounting firm for the year ending December 31, 2014.

Broker For Against Abstain Non-Votes 7,361,708 37,036 4,439 0



Proposal No. 3: Approval of the Amendment and Restatement of the Company's 2011 Equity Incentive Plan.

The Company's shareholders approved certain changes to the Company's 2011 Equity Incentive Plan (the "2011 Plan") which includes an amendment to increase the shares reserved for issuance thereunder by 1,650,000 shares. The amendment and restatement of the 2011 Plan previously had been approved by the Board, subject to approval by the Company's shareholders. The Board had previously also approved the grants of an aggregate of 461,000 options and 110,000 shares of restricted stock which were made subject to shareholder approval of the 2011 Plan, including 50,000 shares of restricted stock to Mr. Sharma, 90,000 options and 10,000 shares of restricted stock to Edward J. Sitar, the Company's Chief Financial Officer, 200,000 options to Dr. Chaganti, 100,000 options and 25,000 shares of restricted stock to Mr. Pappajohn and 10,000 options and 5,000 shares of restricted stock to each non-employee director.

A summary of the 2011 Plan is set forth in the Company's Proxy Statement. That summary and the foregoing description of the 2011 Plan are qualified in their entirety by reference to the text of the 2011 Plan, which was filed as Appendix A to the Proxy Statement, and is incorporated herein by reference.

Broker For Against Abstain Non-Votes 3,720,950 1,051,911 33,771 2,596,551



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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Amended and Restated Cancer Genetics, Inc. 2011 Equity Incentive

Plan.



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Source: Edgar Glimpses


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