Current Report Filing (8-k)
May 19 2023 - 5:01PM
Edgar (US Regulatory)
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0001289340
2023-05-19
2023-05-19
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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 19, 2023
STEREOTAXIS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-36159 |
|
94-3120386 |
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
710
North Tucker Boulevard, Suite 110, St. Louis, Missouri |
|
63101 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(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):
☐ |
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)) |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value
$0.001 per share |
|
STXS |
|
NYSE American LLC |
Item
5.07 Submission of Matters to a Vote of Security Holders
On
May 18, 2023, the Company held its Annual Meeting of Shareholders. A total of 75,055,484 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 21,508,907 votes on an as-converted
basis. At the Annual Meeting, 64,591,746 shares were represented, constituting a 67% quorum. Shareholders were asked to consider and
act upon the following:
|
(1) |
The election of three directors
as Class I directors to serve until the Company’s 2026 annual meeting; |
|
|
|
|
(2) |
A proposal to ratify the
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023; |
|
|
|
|
(3) |
A
proposal to approve, by non-binding vote, executive compensation; and
|
|
(4) |
A proposal to recommend,
by non-binding vote, the frequency of future advisory votes on executive compensation. |
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 2026 annual meeting 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 the vote of a majority of the outstanding shares entitled to vote and present in person or represented by proxy at the meeting, and
each proposal passed by the votes set forth in the applicable table below. Proposal 4 was determined by a plurality of the votes cast.
The recommendation for the frequency of future advisory votes on executive compensation was for three (3) years, by votes set forth in
the table below.
(1) |
Election of Directors: |
Name
of Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Votes
Abstain |
|
Broker
Non-Votes |
David
W. Benfer |
|
39,528,692 |
|
3,477,761 |
|
0 |
|
21,585,293 |
Myriam
Curet, M.D. |
|
41,624,211 |
|
1,382,242 |
|
0 |
|
21,585,293 |
Arun
S. Menawat, Ph.D. |
|
40,702,522 |
|
2,303,931 |
|
0 |
|
21,585,293 |
(2) |
Proposal
to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal
year 2023: |
Number of Votes For: | |
| 64,193,577 | |
Number of Votes Against: | |
| 283,410 | |
Number of Votes Abstain: | |
| 114,759 | |
(3) |
Proposal to approve, by
non-binding vote, executive compensation: |
Number of Votes For: | |
| 38,666,726 | |
Number of Votes Against: | |
| 3,439,809 | |
Number of Votes Abstain: | |
| 899,918 | |
Number of Broker Non-Votes: | |
| 21,585,293 | |
(4) |
Proposal
to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation: |
Number of Votes For 1 Year: | |
| 13,310,460 | |
Number of Votes For 2 Years: | |
| 137,264 | |
Number of Votes For 3 Years: | |
| 27,754,457 | |
Number of Votes Abstain: | |
| 1,804,272 | |
Number of Broker Non-Votes: | |
| 21,585,293 | |
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.
|
STEREOTAXIS,
INC. |
|
|
Date:
May 19, 2023 |
By: |
/s/
Laura Spencer Garth |
|
Name: |
Laura
Spencer Garth |
|
Title: |
Secretary |
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