Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(e)

On July 9, 2020, the stockholders of Interpace Biosciences, Inc. (the "Company") approved an amendment to the Company's 2019 Equity Incentive Plan (the "Plan") to increase the number of authorized shares of common stock reserved for issuance thereunder by 1,000,000 shares (the "Plan Amendment").

The foregoing description of the Plan Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is incorporated by reference herein as Exhibit 10.1, as well as to the description of the Plan included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2020.

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





(a)

On July 9, 2020, the Company held its 2020 annual meeting of stockholders (the "2020 Annual Meeting") .





(b)

The following proposals were voted on and, except for Proposal I, were approved by the Company's stockholders at the 2020 Annual Meeting with the stockholders having voted as set forth below:





  I. An amendment to our certificate of incorporation, as amended, to declassify
     our board of directors and to provide for the immediate annual election of
     directors (the "Declassification Proposal"). As 75% of the outstanding shares
     were required to approve the Declassification Proposal, the stockholders did
     not approve the Declassification Proposal.




   For      Against   Abstain   Broker Non-Votes
8,802,324   44,661     5,283       2,081,942




  II. To elect two Class III directors to serve until the 2023 annual meeting or
      until their respective successors are duly elected and qualified.




       Name             For      Withhold   Broker Non-Votes
Joseph Keegan, PhD   8,685,321   166,947       2,081,942
  Jack E. Stover     8,687,143   165,125       2,081,942











  III. Approval of the Plan Amendment.




   For      Against   Abstain   Broker Non-Votes
8,465,061   366,425   20,782       2,081,942




  IV. A non-binding advisory vote on a resolution approving the compensation of
      our named executive officers.




   For      Against   Abstain   Broker Non-Votes
8,668,527   146,086   37,655       2,081,942




  V. Ratification of the appointment of BDO USA, LLP as the Company's independent
     registered public accounting firm for the fiscal year ending December 31,
     2020.




   For       Against   Abstain   Broker Non-Votes
10,900,236   17,935    16,039           0

Each of the foregoing voting results from the 2020 Annual Meeting is final.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



Exhibit
Number       Description
  10.1*        Amendment to the Interpace Biosciences, Inc. 2019 Equity Incentive
             Plan, incorporated by reference to Exhibit 10.8 of the Company's
             Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,
             filed with the SEC on June 26, 2020.

* Denotes compensatory plan, compensation arrangement or management contract.

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