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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): June 15, 2023
__________________________________________________________
The Oncology Institute, Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________
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:
☐
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
Name of each exchange on which registered
Common stock, par value $0.001TOIThe 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    ý
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 June 15, 2023, The Oncology Institute, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), in which the Company’s stockholders considered two proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (“SEC”) on April 28, 2023, as well the additional proxy materials filed with the SEC on June 14, 2023.

At the meeting, a total of 64,996,623 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") were voted, representing approximately 86.4% of the 75,263,649 shares of Common Stock outstanding as of the April 17, 2023 record date. The results of the items voted on at the 2023 Annual Meeting are as follows:


Proposal 1: Election of Directors

All nine nominated directors were elected to hold office until the Company's 2024 annual meeting of stockholders. The stockholders voted as follows:

Nominee
Votes For
Votes Against
Votes Withheld
Broker Non-Votes
Brad Hively
53,352,627
—
961,581
10,682,415
Richard Barasch
53,577,014
—
737,194
10,682,415
Karen Johnson
53,236,553
—
1,077,655
10,682,415
Mohit Kaushal
41,300,185
—
13,014,023
10,682,415
Anne McGeorge
40,469,060
—
13,845,148
10,682,415
Maeve O’Meara
52,748,849
—
1,565,359
10,682,415
Ravi Sarin
40,412,516
—
13,901,692
10,682,415
Gabriel Ling
53,854,419
—
459,789
10,682,415
Mark Pacala
54,230,930
—
83,278
10,682,415


Proposal 2: 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 fiscal year ending December 31, 2023, the stockholders voted as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
64,306,320
444,591
245,712
—


















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.
The Oncology Institute, Inc.
Date: June 16, 2023
By:
/s/ Mark Hueppelsheuser
Name:
Mark Hueppelsheuser
Title:
General Counsel

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