Current Report Filing (8-k)
May 22 2020 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 21, 2020
STEREOTAXIS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-36159
|
|
94-3120386
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(Commission
File Number)
|
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(IRS
Employer Identification No.)
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4320
Forest Park Avenue, Suite 100, St. Louis, Missouri
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63108
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(314)
678-6100
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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STXS
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NYSE
American LLC
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Item
5.07
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Submission
of Matters to a Vote of Security Holders
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On May 21, 2020, the Company held its Annual Meeting of Shareholders. A total of 69,036,766 shares of common stock were outstanding
and entitled to vote, and the holders of Series A Convertible Preferred Stock were entitled to an aggregate of 14,740,660
votes on an as-converted basis. At the Annual Meeting, 59,154,354 shares were represented, constituting a 70.60% quorum. Shareholders
were asked to consider and act upon the following:
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(1)
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The
election of one director as a Class II director to serve until the Company’s 2021 annual meeting and two directors as
Class I directors to serve until the Company’s 2023 annual meeting;
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(2)
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A
proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for fiscal year 2020;
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(3)
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A
proposal to approve, by non-binding vote, executive compensation.
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Proposal
1, the election of directors, was determined by a plurality of votes cast. All of the Board’s nominees for director were
elected to serve until the Company’s 2021 or 2023 annual meetings consistent with the proposal, or until their respective
successors are elected and qualified, by the votes set forth in the table below. Proposals 2 and 3 each were determined by a majority
of votes cast, and each proposal passed by the votes set forth in the applicable table below.
(1)
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Election
of Directors:
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Name of Nominee
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Votes For
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Votes Withheld
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Votes Abstain
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Broker Non-Votes
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Robert J. Messey
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47,749,929
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64,444
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0
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11,339,981
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David W. Benfer
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47,559,852
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254,521
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0
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11,339,981
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Dr. Arun S. Menawat
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47,734,665
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79,708
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0
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11,339,981
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(2)
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Proposal
to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for
fiscal year 2020:
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Number of Votes For:
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59,038,909
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Number of Votes Against:
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75,324
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Number of Votes Abstain:
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40,121
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Number of Broker Non-Votes:
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0
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(3)
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Proposal
to approve, by non-binding vote, executive compensation:
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Number of Votes For:
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47,482,211
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Number of Votes Against:
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224,702
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Number of Votes Abstain:
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107,460
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Number of Broker Non-Votes:
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11,339,981
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SIGNATURES
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.
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STEREOTAXIS,
INC.
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Date:
May 21, 2020
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By:
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/s/
Kimberly R. Peery
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Name:
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Kimberly
R. Peery
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Title:
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Chief
Financial Officer
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