STEREOTAXIS, INC. (OTCMKTS:STXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On May23, 2017, the shareholders of Stereotaxis, Inc. (the
Company), approved an amendment to the Stereotaxis, Inc. 2012
Stock Incentive Plan (the Plan), which was previously approved
and adopted by the Compensation Committee of the Board of
Directors of the Company on February22, 2017. The amendment
increased the number of shares authorized for issuance under the
Plan by 4,000,000 shares.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
On May23, 2017, the Company held its Annual Meeting of
Shareholders. A total of 22,541,613 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
12,210,146 votes on an as-converted basis. At the Annual Meeting,
22,981,247 shares were represented, constituting a 66.12% quorum.
Shareholders were asked to consider and act upon the following:
| (1) |
The election of two directors as Class I directors to serve until the Companys 2020 annual meeting; |
| (2) |
A proposal to ratify the appointment of Ernst Young LLP as the Companys independent registered public accounting firm for fiscal year 2017; |
| (3) |
A proposal to approve, by non-binding vote, executive compensation; |
| (4) |
A proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation; and |
| (5) |
A proposal to approve an amendment to the Stereotaxis, Inc. 2012 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by 4,000,000 shares. |
Proposal 1, the election of directors, was determined by a
plurality of votes cast. All of the Boards nominees for director
were elected to serve until the Companys 2020 Annual Meeting, or
until their respective successors are elected and qualified, by
the votes set forth in the table below. Proposals 2, 3, and 5
each were determined by a majority of votes cast, 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 the
votes set forth in the table below. The votes for, withheld,
against, abstentions, and broker non-votes, where applicable, for
each matter are set out below.
| (1) | Election of Directors: |
|
Name of Nominee |
Votes For | VotesWithheld | VotesAbstain | BrokerNon-Votes | ||||||||||||
|
David W. Benfer |
10,678,822 | 149,848 | 12,152,577 | |||||||||||||
|
Arun Menawat |
10,677,287 | 151,383 | 12,152,577 |
| (2) |
Proposal to ratify the appointment of Ernst Young LLP as the Companys independent registered public accounting firm for fiscal year 2017: |
|
Number of Votes For: |
22,357,958 | |||
|
Number of Votes Against: |
518,178 | |||
|
Number of Votes Abstain: |
105,111 | |||
|
Number of Broker Non-Votes: |
| (3) |
Proposal to approve, by non-binding vote, executive compensation: |
|
Number of Votes For: |
9,826,373 | |||
|
Number of Votes Against: |
907,237 | |||
|
Number of Votes Abstain: |
95,060 | |||
|
Number of Broker Non-Votes: |
12,152,577 |
| (4) |
Proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation: |
|
Number of Votes For 1 Year: |
1,823,375 | |||
|
Number of Votes For 2 Years: |
117,888 | |||
|
Number of Votes For 3 Years: |
8,595,831 | |||
|
Number of Votes Abstain: |
291,576 | |||
|
Number of Broker Non-Votes: |
12,152,577 |
| (5) |
Proposal to approve an amendment to the Stereotaxis, Inc. 2012 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by 4,000,000 shares: |
|
Number of Votes For: |
9,341,377 | |||
|
Number of Votes Against: |
1,425,454 | |||
|
Number of Votes Abstain: |
61,839 | |||
|
Number of Broker Non-Votes: |
12,152,577 |
About STEREOTAXIS, INC. (OTCMKTS:STXS)
Stereotaxis, Inc. is a United States-based healthcare technology company. The Company is engaged in the development of robotic cardiology instrument navigation systems designed to enhance the treatment of arrhythmias and coronary disease. The Company also provides information management solutions for the interventional lab. The Stereotaxis platform helps physicians to provide patient care with robotic precision and enhanced integration of procedural information. The Company’s Epoch solution includes the Niobe ES remote magnetic navigation system, the Odyssey portfolio of lab optimization, networking and patient information management systems, and the Vdrive robotic navigation system and consumables. The Niobe ES remote magnetic navigation system includes the Navigant software user interface and the QuikCAS catheter advancement system. The Vdrive robotic navigation system with Niobe ES magnetic navigation system provides navigation and stability for diagnostic and ablation devices. STEREOTAXIS, INC. (OTCMKTS:STXS) Recent Trading Information
STEREOTAXIS, INC. (OTCMKTS:STXS) closed its last trading session up +0.051 at 0.581 with 929,117 shares trading hands.
