UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☐ |
Preliminary
Proxy Statement |
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| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ |
Definitive
Proxy Statement |
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|
| ☐ |
Definitive
Additional Materials |
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| ☐ |
Soliciting
Material Pursuant to §240.14a-12 |
DAXOR
CORPORATION
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
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| ☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1) |
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of each class of securities to which transaction applies: |
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number of securities to which transaction applies: |
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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Proposed
maximum aggregate value of transaction: |
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fee paid: |
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paid previously with preliminary materials. |
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fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Filed: |
DAXOR
CORPORATION
109
MECO LANE
OAK
RIDGE, TN 37830
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD JUNE 23, 2022
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders of DAXOR CORPORATION (the “Company”) will be held at the offices
of the Nasdaq Stock Exchange located at 4 Times Square, New York, New York 10036, on Thursday, June 23, 2022 at 10:15 AM, Eastern Daylight
Time. In light of public health concerns regarding COVID-19, if you attend the meeting the Board of Directors requests that you adhere
to the following guidelines: 1) If you are not feeling well on the day of the meeting, please do not attend the meeting; 2) Wear a face
covering; 3) Practice social distancing and stay 6 feet apart from fellow stockholders while at the meeting. The Annual Meeting
is being held for the following purposes, all of which are more particularly described in the accompanying Proxy Statement dated May
31, 2022:
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1. |
To
elect a board of seven directors, each to serve for a term of one year or until their successor shall have been duly elected and
qualified. |
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2. |
To
ratify the appointment of Baker Tilly, LLP as the independent registered public accounting firm for the Company for the year ending
December 31, 2022. |
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3. |
To
approve an amendment to the Daxor Corporation 2020 Incentive Compensation Plan to increase the shares authorized under the Plan. |
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4. |
To
approve an amendment to the Certificate of Incorporation to allow stockholder action by less than unanimous written consent. |
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5. |
To
transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
Our
Board of Directors recommends a vote “FOR ALL NOMINEES” in Proposal 1, “FOR” ratification of the appointment
of Baker Tilly, LLP as the independent registered public accounting firm in Proposal 2, “FOR” approval of an amendment to
the Daxor Corporation 2020 Incentive Compensation Plan to increase the shares authorized under the Plan in Proposal 3, and “FOR”
approval of an amendment to the Certificate of Incorporation to allow stockholder action by less than unanimous written consent
in Proposal 4.
Holders
of record of our common stock at the close of business on May 17, 2022 are entitled to notice of and to vote at the meeting and any adjournments
or postponements thereof. Stockholders are entitled to one vote per share.
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By |
Order
of the Board of Directors, |
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|
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|
/s/
Robert J. Michel |
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|
Robert
J. Michel |
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|
Corporate
Secretary |
May
31, 2022
Whether
or not you plan to attend the Annual Meeting in person, we urge you to vote and submit your proxy in advance of the meeting by one of
the methods described in the proxy materials for the Annual Meeting.
Important
Notice Regarding the Availability of Proxy Materials for the
Stockholder
Meeting to be held on Thursday, June 23, 2022
This
Proxy Statement and copies of the Company’s most recent Annual Report on Form N-CSR are available, without charge, to a stockholder
upon request by Calling (888) 774-3268 or writing Robert J. Michel at 109 Meco Lane, Oak Ridge, TN 37830, or at www.Daxor.com.
TABLE
OF CONTENTS
PROXY
STATEMENT
DAXOR
CORPORATION
109
Meco Lane
Oak
Ridge, TN 37830
The
accompanying proxy is solicited by and on behalf of Daxor Corporation’s (the “Company”) Board of Directors (the
“Board”) for use at our Annual Meeting of Stockholders to be held at the offices of the Nasdaq Stock Exchange, located
at 4 Times Square, New York, New York 10036, on Thursday, June 23, 2022 at 10:15 AM EDT, or any adjournment or postponement thereof (“Annual
Meeting”). In light of public health concerns regarding COVID-19, if you attend the meeting the Board of Directors requests
that you adhere to the following guidelines: 1) If you are not feeling well on the day of the meeting, please do not attend the meeting;
2) Wear a face covering; and 3) Practice social distancing and stay 6 feet apart from fellow stockholders while at the meeting.
Stockholders of record at the close of business on May 17, 2022 will be entitled to vote at the meeting. The mailing of the Notice of
Annual Meeting of Stockholders, this Proxy Statement and the accompanying proxy card will take place on or about May 31, 2022.
ABOUT
THE MEETING
What
is the purpose of the Annual Meeting?
At
our Annual Meeting, stockholders will act upon the matters outlined in the accompanying notice of meeting, including the election of
directors. In addition, our management will report on our performance during 2021 and respond to questions from the stockholders.
Who
is entitled to vote?
Only
stockholders of record at the close of business on the record date, May 17, 2022, are entitled to receive notice of the Annual Meeting
and to vote the shares of common stock that they held on that date at the Annual Meeting, or at any time and date to which the Annual
Meeting may be properly adjourned or postponed. Each outstanding share entitles its holder to cast one vote on each matter to be voted
upon.
What
constitutes a quorum?
The
presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the
record date will constitute a quorum, permitting the meeting to conduct its business. As of the record date, May 17, 2022, 4,040,329
shares of our common stock were outstanding. Proxies received but marked as abstentions and broker non-votes will be included in the
calculation of the number of shares considered to be present at the Annual Meeting.
How
do I vote?
We
will solicit proxies by mail. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward
solicitation material to the beneficial owners of the shares held of record by such persons, and we will reimburse them for the reasonable
out-of-pocket expenses incurred by them in doing so.
Stockholders
that wish to cast their votes should do so in advance
of the meeting via the proxy instruction provided in their mailing. Alternatively, proxy cards with valid control numbers may be hand-delivered
in person at the meeting or scanned and e-mailed prior to vote closing at the start of the meeting to Robert J. Michel at rmichel@daxor.com.
Can
I change my vote after I submit my proxy card?
The
shares represented by the accompanying proxy will be voted as directed with respect to the election of directors, or, if no direction
is indicated, will be voted in favor of election as directors of all of the nominees listed below. The shares will be voted as directed
with respect to the ratification of the independent registered public accounting firm, or, if no direction is indicated, will be voted
in favor of ratification. Each proxy executed and returned by a stockholder may be revoked at any time hereafter by giving written notice
of such revocation to our Corporate Secretary, except as to any matter or matters upon which, prior to such revocation, a vote shall
have been cast pursuant to the authority conferred by such proxy.
What
are the Board’s recommendations?
Unless
you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the
recommendation of the Board. The Board’s recommendation is set forth together with the description of each item in this proxy statement.
In summary, our Board of Directors recommends a vote “FOR ALL NOMINEES” in Proposal 1, “FOR” ratification of
the appointment of Baker Tilly, LLP as the independent registered public accounting firm in Proposal 2, “FOR” approval of
an amendment to the Daxor Corporation 2020 Incentive Compensation Plan to increase the shares authorized under the Plan in Proposal 3,
and “FOR” approval of an amendment to the Certificate of Incorporation to allow stockholder action by less than unanimous
written consent in Proposal 4.
What
is our policy with respect to Board member attendance at the Annual Meeting?
Board
members are encouraged to attend the Annual Meeting. However, in light of public health concerns regarding the COVID-19 outbreak, Board
members may attend this Annual Meeting via teleconference.
COMMON
STOCK AND EQUITY OWNERSHIP OF DIRECTORS
On
May 17, 2022, we had issued and outstanding 4,040,329 shares of common stock, par value $0.01 per share, each of which entitled the holder
to one vote. Voting is not cumulative.
As
of the record date, the dollar range of shares of the Company beneficially owned by the Estate of Joseph Feldschuh is over $100,000.
As of the record date, the dollar range of shares of the Company beneficially owned by Joy Goudie is $0-$10,000. As of the record date,
the dollar range of shares of the Company beneficially owned by James Lombard is $50,001-$100,000. As of the record date, the dollar
range of shares of the Company beneficially owned by Edward Feuer is $10,001-$50,000. As of the record date, the dollar range of shares
of the Company beneficially owned by Michael Feldschuh is over $100,000. As of the record date, the dollar range of shares of the Company
beneficially owned by Jonathan Feldschuh is over $100,000. As of the record date, the dollar range of shares of the Company beneficially
owned by Henry D. Cremisi is over $100,000. As of the record date, the dollar range of shares of the Company beneficially owned by Caleb
DeRosiers is none.
PROPOSAL
1. ELECTION OF THE BOARD OF DIRECTORS
Stockholders
are being asked to elect seven directors to serve on our Board, to hold office until the next annual meeting or until their successors
shall have been duly elected and shall have qualified. The proxies will vote all proxies received “FOR” the election as directors
of the nominees listed below if no direction to the contrary is given. In the event that any nominee is unable to serve, the proxy solicited
herewith may be voted, at the discretion of the management, for the election of another person in his stead. The Board knows of no reason
to anticipate that this will occur.
Directors
and Officers
The
management of the Company is the responsibility of the Board. None of the directors who are not “interested persons” of the
Company (as defined in the Investment Company Act of 1940) has ever been an employee of, or consultant to, the Company or its affiliates.
Our officers serve annual terms and are elected on an annual basis.
The
Board has an audit committee. The Board does not have a standing compensation committee or a nominating committee or a charter with respect
to the process for nominating directors for election to our Board. We qualify as a “controlled company” under Nasdaq rules,
as the Estate of Joseph Feldschuh, M.D. controls more than 50% of the Company’s voting power, as evidenced by the Company’s
ownership records. As a result, the Nasdaq continued listing standards do not require us to have a nominating committee, compensation
and stock option committee, or a written charter. In light of our status as a controlled company, our Board determined not to have an
independent nominating function, and chose to have the full Board be directly responsible for nominating members of our Board, and not
to have a compensation committee, but have the full Board participate directly in consideration of compensation. Accordingly, should
the interests of our controlling stockholder differ from those of other stockholders, the other stockholders may not have the same protections
afforded to stockholders of companies that are subject to all of the corporate governance rules for the Nasdaq.
The
Company will consider nominees recommended in writing by a stockholder (other than stockholder recommendations of himself or herself)
to serve as Directors. The recommendation must contain: (i) the name, address and telephone number of, and number of shares owned by,
the stockholder (or group of stockholders), and the related account name, number and broker or account provider name; and (ii) if any
such stockholder was not a record owner of the shares at the time the recommendation was submitted, verification acceptable in form and
substance to the Company of the stockholder’s ownership of shares at the time the recommendation was made. Stockholders and members
of our Board can submit nominees for election to our Board to Michael Feldschuh for his consideration by February 1, 2023 at 109 Meco
Lane, Oak Ridge, TN 37830.
The
names and business addresses of our nominees, their principal occupations and other affiliations during the past five years, the number
of portfolios each oversees and other directorships they hold, or have held during the past five years, are set forth below. Michael
Feldschuh is an “interested person” of the Company because he is the President and Chief Executive Officer of Daxor. Jonathan
Feldschuh is an “interested person” because he is the Chief Scientific Officer. There is no “Fund Complex” as
defined in the Investment Company Act of 1940.
There
are no contracts, arrangements or understandings between any director and any other person (other than the directors acting solely in
such capacity) pursuant to which the director has been or is to be selected as a director.
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Number
of |
|
Other
Directorships |
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Portfolios |
|
Held
(during past |
| Name,
Address |
|
Position(s)
Held |
|
Term
of Office and |
|
Principal
Occupation(s) |
|
Overseen
by |
|
five
years) by |
| and
Age |
|
with
Company |
|
Length
of Time Served |
|
During
Past Five Years |
|
Director |
|
Director |
| “Noninterested
Persons” |
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| James
Lombard |
|
Director |
|
One
year term, Director |
|
Director
of Administrative |
|
None |
|
None |
| 109
Meco Lane |
|
|
|
since
1989 |
|
Services
Division, New |
|
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|
| Oak
Ridge, TN 37830 |
|
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|
York
City Council |
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(Retired). |
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| Age:
87 |
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| Henry
D. Cremisi, MD FACP |
|
Director |
|
One
year term, Director |
|
Medical
Director, |
|
None |
|
None |
| 109
Meco Lane |
|
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|
since
2020 |
|
AstraZeneca,
a |
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| Oak
Ridge, TN 37830 |
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Pharmaceutical
company |
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| Age:
64 |
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| Edward
Feuer |
|
Director |
|
One
year term, Director |
|
Managing
Partner, Feuer |
|
None |
|
None |
| 109
Meco Lane |
|
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|
since
2016 |
|
&
Orlando, LLP, an |
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| Oak
Ridge, TN 37830 |
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accounting
firm |
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| Age:
66 |
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Name,
Address | |
Position(s)
Held
with | |
Term
of Office and
Length
of Time | |
Principal
Occupation(s) | |
Number of
Portfolios
Overseen by | |
Other
Directorships
Held
(during past
five years) by |
| and
Age | |
Company | |
Served | |
During
Past Five Years | |
Director | |
Director |
| “Noninterested
Persons” | |
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|
| Joy
Goudie, Esq. | |
Director | |
One
year term, Director | |
Registered
Patent | |
None | |
None |
| 109
Meco Lane | |
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since
2020 | |
Attorney | |
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|
| Oak
Ridge, TN 37830 | |
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| Age:
65 | |
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| Caleb
DeRosiers | |
Director | |
One
year term, Director | |
Attorney | |
None | |
None |
| 109
Meco Lane | |
| |
since
2020 | |
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|
| Oak
Ridge, TN 37830 | |
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| Age:
49 | |
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| “Interested
Persons” | |
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|
| Michael
Feldschuh | |
Director | |
One
year term, Director | |
Executive
Vice President | |
One | |
None |
| 109
Meco Lane | |
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since
2013 | |
Chairman,
President, CEO | |
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| Oak
Ridge, TN 37830 | |
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| Age:
52 | |
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| Jonathan
Feldschuh | |
Director | |
One
year term, Director | |
Chief
Scientific Officer | |
None | |
None |
| 109
Meco Lane | |
| |
since
2017 | |
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|
| Oak
Ridge, TN 37830 | |
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| Age
57 | |
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Board
Leadership Structure
The
Board of Directors is currently comprised of six members, four of whom are independent or disinterested persons, which means that they
are not “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940. If the
nominees are elected, the Board will be comprised of six members, four of whom will be independent directors. The Board has general oversight
responsibility with respect to the operation of the Company, and has established an audit committee to assist the Board in performing
its oversight responsibilities.
As
Chairman of the Board, Michael Feldschuh is the presiding officer at all meetings of the Board of Directors. We do not have a lead independent
director. We have determined that our leadership structure is appropriate given the size and structure of the Company.
Audit
Committee
The
audit committee operates pursuant to a Charter approved by the Board of Directors, a copy of which is available on our website. The Charter
sets forth the responsibilities of the audit committee. The functions of the audit committee include, among others, to meet with the
independent registered public accounting firm of the Company to review the scope of the Company’s audit, the Company’s financial
statements and internal accounting controls, and to meet with management concerning these matters, internal audit activities and other
matters. The audit committee currently consists of Edward Feuer, James Lombard and Joy Goudie, all of whom are considered independent
under the rules promulgated by The NYSE American and, in addition, are not “interested persons” of the Company as defined
in Section 2(a)(19) of the Investment Company Act of 1940. Edward Feuer serves as Chairperson of the audit committee and has been designated
as the audit committee Chairperson of the audit committee and has been designated as the audit committee financial expert under the Sarbanes-Oxley
Act. The Audit Committee met 4 times in 2021. Please see “Proposal 2: Ratification of Independent Registered Public Accounting
Firm” for a discussion regarding the audit committee’s report.
Board’s
Risk Oversight Role
The
day-to-day management of various risks relating to our administration and operation is the responsibility of management and other service
providers retained by the Board or by management, most of whom employ professional personnel who have risk management responsibilities.
The Board oversees this risk management function consistent with and as part of its oversight duties. The Board performs this risk management
oversight function directly and, with respect to various matters, through its committees. The Board notes that it is not practicable
or possible to identify all of the risks that may impact the Company or to develop procedures or controls that are designed to eliminate
all such risk exposures, and that applicable securities law regulations do not contemplate that all such risks be identified and addressed,
but that the Board carefully evaluate and address all material risks.
The
Board has overseen our development and administration of a compliance program that meets the requirements of Rule 38a-1 promulgated under
the Investment Company Act of 1940, and the development and administration of a code of ethics program that meets the requirements of
Rule 17j-1 promulgated under the Investment Company Act of 1940. The Board meets regularly with our Chief Compliance Officer on all aspects
of our compliance requirements.
Qualifications
of the Directors
Michael
Feldschuh, Jonathan Feldschuh, Edward Feuer, Henry Cremisi, James Lombard, Joy Goudie and Caleb DeRosiers each take a conservative and
thoughtful approach to addressing issues facing the Company. Information indicating certain of the specific experience and qualifications
of each of these directors relevant to the Board’s belief that they should serve in this capacity is provided in the table above.
This combination of skills and attributes led to the conclusion that Michael Feldschuh, Jonathan Feldschuh, Edward Feuer, James Lombard,
Joy Goudie, Esq., Henry Cremisi, MD, FACP and Caleb DesRosiers should each serve as a director.
In
making independent determinations, the Board observes all criteria for independence established by the SEC, The Nasdaq , and other governing
laws and regulations. The Board has determined that each of the directors (other than Michael Feldschuh and Jonathan Feldschuh) (i) is
“independent” within the definitions contained in the current The Nasdaq listing standards and our Corporate Governance Guidelines;
and has no other “material relationship” with the Company that could interfere with his ability to exercise independent judgment.
The Board has determined that Edward Feuer qualifies as an “audit committee financial expert” as defined by the SEC. In addition,
the Board has determined that each member of the audit committee meets the additional independence standards for audit committee members.
Board
Compensation
In
June 2021 the outside directors who attended the annual meeting were paid $1,000 each for attendance at the annual meeting and a Board
meeting which took place on the same day. The number of directors who attended the annual meeting was 5. In addition, every director
who attended a dial-in Board meeting was paid $375 for each meeting which took place respectively in May, September and December 2020.
Each incumbent director attended at least 75% of the aggregate number of meetings, the total number of Board meetings being 4, of the
Board during 2021. Other than the officers identified below, Messrs. Michael Feldschuh, Jonathan Feldschuh and Robert J. Michel, there
are no officers of the Company that had aggregate compensation in excess of $120,000 during the most recently completed fiscal year.
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Pension
or |
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Aggregate |
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|
Retirement
Benefits |
|
Estimated
Annual |
|
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|
Compensation |
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|
Accrued
As Part of |
|
Benefits |
|
Total
Compensation |
|
| Name
of Person, Position |
|
From
Company |
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|
Company
Expenses |
|
Upon
Retirement |
|
Paid
From Company |
|
| Interested
Persons: |
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| Michael
Feldschuh, |
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| Director |
|
$ |
100,000 |
|
|
None |
|
None |
|
$ |
100,000 |
|
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| Jonathan
Feldschuh, |
|
|
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|
|
|
|
|
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|
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|
| Director |
|
$ |
127,920 |
|
|
None |
|
None |
|
$ |
127,920 |
|
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| Noninterested
Persons: |
|
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| James
Lombard, |
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
$ |
2,125 |
|
|
None |
|
None |
|
$ |
2,125 |
|
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|
| Henry
Cremisi,MD |
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
$ |
1,125 |
|
|
None |
|
None |
|
$ |
1,125 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Edward
Feuer, |
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
$ |
2,125 |
|
|
None |
|
None |
|
$ |
2,125 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Joy
Goudie, Esq., |
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
$ |
2,125 |
|
|
None |
|
None |
|
$ |
2,125 |
|
Required
Vote
Stockholders
elect directors by a plurality of the votes cast by shares which are entitled to vote in the election, assuming a quorum is present.
For this purpose, “plurality” means that the nominees receiving the largest number of votes from the stockholders will be
elected as directors. Abstentions and broker non-votes (if any) will be counted as votes present for purposes of determining whether
a quorum is present. Assuming a quorum is present, any shares that do not vote, whether by abstention, broker non-vote or otherwise,
will not affect the election of directors.
Recommendation
The
Board of Directors recommends that the stockholders vote FOR the election of the nominees to serve as directors. Shares represented
by executed but unmarked proxies will be voted FOR the election of all of the nominees.
PROPOSAL
2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
audit committee selected Baker Tilly, LLP as an independent registered public accounting firm, to audit our consolidated financial statements
for the year ending December 31, 2022, and requests that the stockholders ratify such selection. If stockholders do not ratify the selection
of Baker Tilly, LLP , the audit committee will reconsider the selection.
If
you submit a proxy to us, it will be voted as you direct. If, however, you submit a proxy without specifying voting directions,
it will be voted in favor of ratifying Baker Tilly, LLP as our independent registered public accounting firm. If your shares
are held in “street name” by your broker, nominee, fiduciary or other custodian, your broker, nominee, fiduciary or other
custodian may choose to vote for you on the ratification of the appointment of Baker Tilly, LLP as independent registered public accountants
for the Company, even if you do not provide voting instructions to such nominee.
Representatives
of Baker Tilly, LLP are not expected to be present at the Annual Meeting.
Report
of Audit Committee
The
committee submits the following report pursuant to SEC rules:
| |
● |
The
committee has reviewed and discussed with management and with Baker Tilly, LLP the audited financial statements of the Company for
the year ended December 31, 2021 (the “Financial Statements”). |
| |
|
|
| |
● |
Has
advised the management of the Company and the committee that it has discussed with them all the matters required to be discussed
by Statement of Auditing Standards No. 114, which include among other items, matters related to the conduct of the audit of the Financial
Statements. |
| |
|
|
| |
● |
The
committee has received the written disclosures and the letter required by PCAOB Rule 3526, “Communication with Audit Committees
Concerning Independence” (which relates to the auditor’s independence from the Company and its related entities) from
Baker Tilly, LLP . It has discussed Baker Tilly LLP’s independence with them. |
| |
● |
Based
upon the aforementioned review, discussions and representations of Baker Tilly, LLP and the unqualified audit opinion presented by
Baker Tilly, LLP on the Financial Statements, the committee recommended to the Board of Directors that the Financial Statements be
included in the Company’s Annual Report on Form N-CSR, and that Baker Tilly, LLP be selected as the independent registered
public accounting firm for the Company for the year ending December 31, 2022. |
Members
of the Audit Committee:
Edward
Feuer, Chair
James
Lombard
Joy
Goudie, Esq.
Fees
Paid to Independent Auditor
We
engaged Baker Tilly, LLP to perform audit services, audit-related services, and other services during the past fiscal year as of December
31, 2021. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services
that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
“Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related
to the performance of the audit. The following table details the aggregate fees billed or expected to be billed for past two fiscal years
for audit fees, audit-related fees, and tax fees by the principal accountant. Withum Smith + Brown performed the audit in 2020. The Daxor
tax return was prepared by another firm in 2021.
| | |
2021 | | |
2020 | |
| Audit
Fees | |
$ | 70,900 | | |
$ | 82,146 | |
| Audit
Related Fees | |
| 0 | | |
| 3,947 | |
| Tax
Fees | |
| 0 | | |
| 20,000 | |
| | |
| | | |
| | |
| Total
Fees | |
$ | 70,900 | | |
$ | 106,093 | |
The
audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit
services of the registrant, including services provided to any entity affiliated with us.
For
the past fiscal year Baker Tilly, LLP did not bill any fees applicable to non-audit services, pursuant to a waiver of the pre-approval
requirement.
All
of the principal accountant’s hours spent on auditing our financial statements were attributed to work performed by full-time permanent
employees of the principal accountant.
We
do not have an investment advisor.
Required
Vote
Assuming
a quorum is present at our Annual Meeting, ratification of Baker Tilly, LLP will be determined by majority vote. A majority vote will
occur if the number of votes cast in favor of ratification exceeds the number of votes cast in opposition to ratification. Assuming a
quorum is present; shares not voted at the Annual Meeting will not affect the outcome of the ratification of Baker Tilly, LLP .
Recommendation
The
Board recommends that the stockholders vote FOR the ratification of the appointment of Baker Tilly, LLP as the independent registered
public accounting firm for the Company for the year ending December 31, 2022. Shares represented by executed but unmarked proxies
will be voted FOR ratification of Baker Tilly, LLP .
PROPOSAL
3: APPROVE AMENDMENT 2020 INCENTIVE COMPENSATION PLAN
The
Board has approved and recommended for stockholder approval an amendment to the Daxor Corporation 2020 Incentive Compensation Plan (the
“Plan”) to increase the shares issuable under the Plan (the “Amendment”). The Board is recommending
that stockholders approve the amendment to allow us to continue to provide equity compensation opportunities to high-quality executives,
employees, and non-employee directors, as one of the most significant means to strengthen the mutuality of interests between such persons
and stockholders. The material features of the Plan are summarized below.
Background
The
Company currently operates the 2020 Incentive Compensation Plan. The Amendment increases the number of shares available for issuance
from 250,000 to 400,000 (or such lesser amount as may be determined by the Company). The Amendment is subject to the Securities and Exchange
Commission granting an exemptive order to permit the operation of the Plan as amended, and the Commission may elect not to grant such
order.
Terms
of the 2020 Incentive Compensation Plan
The
purpose of this Plan is to attract, retain, motivate and reward the services of key-employees and non-employee directors, within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (“Non-Employee Director”).
1.
Administration of the Plan.
The
Plan is to be administered by a committee of the Board composed solely of independent directors (the “Committee”).
The Committee will be composed solely of three or more directors who (i) are noninterested directors of the Company, and (ii) are Non-Employee
Directors.
2.
Eligibility.
Eligible
Persons under the Plan means (i) any person, including officers and directors, in the regular employment of the Company and/or any Subsidiary
on a full-time basis and (ii) any Non-Employee Director of the Company. As of May 22, 2022, the Company had approximately 25 employees
and 5 Non-Employee Directors.
3.
Shares Available Under the Plan.
The
stock to be offered under the Plan consists of shares of the Company’s authorized issued or unissued common stock, $.01 par value,
and the aggregate amount of stock to be delivered upon exercise of all awards granted under the Plan (each award individually an “Award”
and, collectively “Awards”) may not exceed 400,000 of such shares, or 10% of the Company’s outstanding shares,
whichever is the larger number. If any Award granted under the Plan expires or terminates for any reason without having been exercised
in full, the unpurchased shares subject thereto are again available for the purpose of the Plan. No person will be granted Awards denominated
by reference to shares, or be issued shares in settlement of Awards not initially denominated by reference to shares, that in the aggregate
exceed 35% of the shares reserved for issuance under the Plan, subject to adjustment under the Plan.
The
Board believes that the minimum number of shares of common stock needed for the Plan to be able to accomplish its desired aims is 400,000
shares, which is 9.9% of the Company’s current outstanding shares. In assessing whether 400,000 shares would always be sufficient,
the Board determined that this number should increase as the number of shares outstanding increases, to allow the Plan to continue to
be able to meet its desired aims. However, the Board also wanted to ensure that overall dilution would remain reasonable, concluding
that a maximum of 10% dilution is reasonable.
In
the event that any extraordinary dividend, capital gains distribution or other distribution (whether in the form of cash, common stock
or other property), recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, liquidation, dissolution or other similar corporate transaction or event affects the common stock such that an adjustment
is determined by the Committee to be appropriate under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust
any or all of (i) the aggregate number of shares of common stock subject to the Plan, (ii) the number and kind of shares of common stock
which may be delivered in connection with Awards granted thereafter, (iii) the number and kind of shares of common stock subject to or
deliverable in respect of outstanding Awards, (iv) the exercise price or grant price relating to any Award and/or make provision for
payment of cash or other property in respect of any outstanding Award, and (v) the performance conditions with respect to any outstanding
Award.
4.
Dilution Resulting from the Plan.
The
maximum potential dilution to the Company’s stockholders (in terms of net asset value per share) that would result from grant of
Awards under the Plan would be approximately 9.9%. The Company acknowledges that Awards granted under the Plan would have a dilutive
effect on the stockholders’ equity in the Company, but believes that the effect would not be significant and would be outweighed
by the anticipated benefits of the Plan to the Company and its stockholders. The Company notes that Options may be granted under the
Plan, which limits dilution to the Company’s stockholders as the exercise price of Options must be at least 100% of the Fair Market
Value (generally defined as the closing price of a share on the principal securities exchange on which such shares are traded on the
day immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which such shares
are traded) of the stock on the date of grant.
5.
Awards under the Plan.
Performance
Conditions.
Under
the Plan, the right of an Eligible Person to receive a settlement of any Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee. “Performance Awards” are defined under the Plan as Awards granted to Eligible
Persons that are conditioned upon satisfaction, during a period of at least one year but no more than ten years, of performance criteria
established by the Committee. The performance goals will be objective. Achievement of a performance goal may be measured over a performance
period of up to ten years for a Performance Award. The Committee may reduce or increase the amount of a payment to be made in connection
with a Performance Award.
Types
of Awards.
The
Plan is flexible and permits the Committee, subject to ratification by the Board, to grant various types of Awards to Eligible Persons
who are employees, subject to the limitations summarized below.
| |
● |
Stock
Options. The Committee may grant Options to Eligible Persons, provided that the per share exercise price of such Options is not
less than the Fair Market Value of a share of the Company’s stock on the date of the grant, except as such price is adjusted
to reflect certain corporate actions. The Committee will determine the time or times at which, or the circumstances under which,
an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements),
the methods by which such exercise price may be paid or deemed to be paid (e.g., when an Eligible Person is permitted to pay the
exercise price using stock, but is not required physically to deliver a stock certificate, the Eligible Person can attest to the
“deemed delivery” of his/her stock certificate), the form of such payment (which may include cash or stock) and the methods
by or forms in which common stock will be delivered or deemed to be delivered to Eligible Persons. Except as otherwise determined
by the Committee or set forth in an Award agreement, and subject to a change in control, if a Eligible Persons’ employment
with the Company and its subsidiaries terminates: (a) by reason of death, then the Options shall be exercisable, to the same extent
they were exercisable immediately prior to the death, for one year thereafter or the expiration date set forth in the applicable
Award agreements if earlier, and all of the Options that were not exercisable immediately prior to the death shall immediately terminate
and be forfeited; (b) by reason of becoming disabled or retirement, then the Options shall be exercisable, to the same extent they
were exercisable immediately prior to the date of termination, for three (3) months thereafter or the expiration date set forth in
the applicable Award agreements, if earlier and all of the Options that were not exercisable immediately prior to the date of termination
shall immediately terminate and be forfeited; or (c) for any other reason other than death or becoming disabled or retiring, then
the Option shall terminate and no longer be exercisable immediately upon such termination of employment. |
| |
● |
Stock
Appreciation Rights. The Committee may grant stock appreciation rights, including freestanding and tandem stock appreciation
rights (“Stock Appreciation Rights”) to Eligible Persons. A Stock Appreciation Right is a right to receive, upon
exercise, the excess of (i) the Fair Market Value of one share of the Company’s stock, as the case may be, on the date of exercise
over (ii) the Stock Appreciation Right’s grant price. The Committee will determine at the date of grant or thereafter, the
time or times at which and the circumstances under which a Stock Appreciation Right may be exercised in whole or in part (including
based on achievement of performance goals and/or future service requirements), the method of exercise, the method of settlement,
the form of consideration payable in settlement, the method by or forms in which the stock will be delivered or deemed to be delivered
to Eligible Persons, whether or not a Stock Appreciation Right is granted as a tandem award, and any other terms and conditions of
any Stock Appreciation Right. Except as the Committee determines otherwise, Stock Appreciation Rights will become exercisable after
the second anniversary of the date of grant, subject to the Eligible Person’s continued employment or service with the Company.
Stock Appreciation Rights issued under the Plan will expire no later than ten years from the date of grant, except that, unless otherwise
determined by the Committee, they will be subject to substantially the same termination provisions as for Options described above.
In addition, if and to the extent provided for in the applicable Award agreement, the grant price of a Stock Appreciation Right may
be reduced after grant of the Stock Appreciation Right to reflect capital gains distributions to the Company’s stockholders
made after the date of grant, provided that no such reduction will be made which will reduce the grant price of the Stock Appreciation
Right below zero. Grant of a Stock Appreciation Right will be treated as issuance of a share of stock of the issuing company for
purposes of determining the number of shares available under the Plan as long as that Stock Appreciation Right is outstanding. Stock
issued when a Stock Appreciation Right is settled (or, in the case of a Stock Appreciation Right settled in cash, stock that would
have been issued if the Stock Appreciation Right were settled in stock) will be deducted from the number of shares available under
the Plan. The grant of a tandem Stock Appreciation Right with an Option will not be treated as an additional issuance of stock because
the exercise of the Option or the tandem Stock Appreciation Right would cancel the other. Thus, the grant of a tandem Stock Appreciation
Right with an Option will be treated under the Plan as one share not two shares. |
| |
|
|
| |
● |
Restricted
Stock. The Plan permits the Committee to make grants of restricted shares of the Company’s stock (“Restricted
Stock”), as the case may be, to Eligible Persons. Restricted Stock is subject to restrictions on transferability, risk
of forfeiture and/or other restrictions. Except to the extent restricted under the terms of the Plan and any Award agreement relating
to the Restricted Stock, an Eligible Person granted Restricted Stock has all the rights of a stockholder, including the right to
vote the Restricted Stock and the right to receive dividends. During the restricted period applicable to the Restricted Stock, the
Restricted Stock generally may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Eligible
Person. Except as the Committee determines otherwise, restrictions on Restricted Stock will lapse in three equal installments after
each of the first, second and third anniversaries of the date of grant, subject to the Eligible Person’s continued employment
or service with the Company. Except as the Committee determines otherwise, effective immediately after termination of an Eligible
Person’s employment during the applicable restriction period, Restricted Stock that is at that time subject to restrictions
will be forfeited and reacquired by the relevant Company, provided that the Committee may provide, by rule or regulation or in any
Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock
will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases
waive in whole or in part the forfeiture of Restricted Stock. |
| |
● |
Restricted
Stock Units. The Plan permits the Committee to make grants of restricted stock units (“Restricted Stock Units”)
to Eligible Persons. Restricted Stock Units represent rights to receive stock and are subject to certain restrictions and a risk
of forfeiture. Except as the Committee determines otherwise, restrictions on Restricted Stock Units will lapse and stock in respect
of the Eligible Person’s Restricted Stock Units will be delivered to the Eligible Person in three equal installments after
the first, second and third anniversaries of the date of grant, subject to the Eligible Person’s continued employment or service
with the Company. Except as the Committee determines otherwise, effective immediately after termination of an Eligible Person’s
employment or service during the applicable restriction period, Restricted Stock Units that are at that time subject to restrictions
will be forfeited and reacquired by the Company, provided that the Committee may provide, by rule or regulation or in any Award agreement,
or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived
in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole
or in part the forfeiture of Restricted Stock Units. |
| |
|
|
| |
● |
Deferred
Stock Units. The Plan permits the Committee to grant deferred stock units (“Deferred Stock Units”) to Eligible
Persons, which are rights to receive stock, cash or a combination thereof at the end of a deferral period specified by the Committee
(or if permitted by the Committee, as elected by the Eligible Person). Deferred Stock Units may or may not be subject to restrictions
(which may include a risk of forfeiture), which restrictions will lapse at the expiration of the specified deferral period or at
earlier times, as determined by the Committee. Except as the Committee determines otherwise, effective immediately after termination
of an Eligible Person’s employment during the applicable deferral period or portion thereof to which forfeiture conditions
apply, all Deferred Stock Units that are at that time subject to deferral (other than a deferral at the election of an Eligible Person)
will be forfeited, provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in
any individual case, that restrictions or forfeiture conditions relating to Deferred Stock Units will be waived in whole or in part
in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the
forfeiture of Deferred Stock Units. |
| |
|
|
| |
● |
Bonus
Stock. The Plan permits the Committee to make grants of shares of common stock as a bonus (“Bonus Stock”).
Except as otherwise determined by the Committee, Bonus Stock will vest immediately and shall not be subject to any restrictions. |
| |
● |
Cash
Awards. The Committee is also authorized to grant awards denominated in cash (“Cash Awards”). A Cash Award
confers on the Eligible Person to whom it is granted a right to receive cash (subject to the last sentence hereof), the amount of
which may be based on the achievement, over a specified period of time, of performance goals. Cash Awards may be satisfied in cash,
by delivery of the number of shares valued at the Fair Market Value on the payout date, or a combination thereof, as determined by
the Committee at the date of grant or thereafter. |
| |
|
|
| |
● |
Non-Employee
Director Awards. Immediately following each annual meeting of stockholders, each Non-Employee Director who is elected a director
at, or who was previously elected and continues as a director after, that annual meeting may receive, at the discretion of the Committee,
an award of up to 500 shares of vested Bonus Stock without restrictions. |
In
addition, the Plan permits, to the extent provided for in the applicable Award agreement, recipients of Awards to receive dividend equivalents
in respect of such Awards or any portion thereof as specified in the applicable Award agreement equal to the amount or value of any cash
or other dividends or distributions payable on an equivalent number of shares of common stock. Any such dividend equivalents will be
paid in shares of common stock, cash or a combination thereof as and when provided for in the applicable Award agreement.
6.
Operation of the Plan.
The
Committee will determine the term of each Award pursuant to the Plan. Subject to the terms of the Plan and any applicable Award agreement,
payments to be made by the Company upon the exercise or settlement of an Award may be made in such forms as the Committee will determine
(subject to applicable legal restrictions), including, without limitation, cash or stock, and may be made in a single payment or transfer,
in installments or on a deferred basis. The Committee may accelerate the settlement of any Award and pay cash in lieu of delivering stock
in connection with such settlement.
Generally,
Awards are not transferable, except to a beneficiary upon an Eligible Person’s death or by will or the laws of descent and distribution,
and each Award generally must be exercised by an Eligible Person during the Eligible Person’s lifetime. While the Committee has
the power to permit broader transfers, this authority is limited to circumstances in which an Eligible Person desires to make a transfer
to a family member, family trust or family partnership to facilitate estate planning. In addition, Awards may be transferred pursuant
to a qualified domestic relations order.
Although
the Company’s Board may amend or terminate the Plan, and the Committee has authority to approve grants of Awards under the Plan
at any time, neither the Board nor the Committee may adversely change the terms of any Award previously granted to an Eligible Person
without the Eligible Person’s consent. Any amendment to the Plan will be subject to the approval of the stockholders to the extent
such approval is required by applicable laws or regulations, including exchange rules, or as the Board otherwise determines. The Board
is required to review the Plan at least annually.
7.
Change in Control.
If
a change in control occurs (as defined in the Plan), the Board shall determine by vote of at least two-thirds of its members (a) all
Options and Stock Appreciation Rights then outstanding pursuant to the Plan shall become fully exercisable whether or not then exercisable,
(B) all restrictions on all Restricted Stock awarded under the Plan shall lapse, (C) all outstanding Restricted Stock Units, Deferred
Stock Units and Cash Awards shall be paid in cash or settled by the issuance of common stock thereunder and (D) all Performance Awards
shall be paid out as if each performance period had been completed or satisfied and as if achievement of the applicable performance goals
was sufficient to enable a payment equal to the maximum amount provided for in the Performance Awards. Additionally, except to the extent
the Eligible Person has an employment agreement that provides a more favorable result to the Eligible Person, the Company, upon a change
of control, can structure or limit a payment in order to minimize tax implications to the Company.
8.
Certain U.S. Federal Income Tax Implications.
The
Company does not guarantee to any Eligible Persons granted an Award under the Plan (“Participant”) that (A) any Award
intended to be exempt from Internal Revenue Code of 1986 Section 409A (“Section 409A”) shall be so exempt, (B) any
Award intended to comply with Section 409A shall so comply, or (C) any Award shall otherwise receive a specific tax treatment under any
other applicable tax law, nor in any such case will the Company be required to indemnify, defend or hold harmless any individual with
respect to the tax consequences of any Award. In addition, regardless of any actions taken by the Company, each Participant shall be
solely responsible for determining the tax consequences to the Participant with respect to any Award and for satisfying the Participant’s
federal, state, local and foreign tax obligations with respect to such Award (including, but not limited to the Participant’s Federal
Insurance Contributions Act (FICA) obligation and any excise or income taxes resulting from the application of Section 409A).
Options.
The grant of a stock option will create no income tax consequences to us or the Participant. A participant who is granted a non-qualified
stock option will generally recognize ordinary compensation income at the time of exercise in an amount equal to the excess of the fair
market value of our common stock at such time over the exercise price. Our Company will generally be entitled to a deduction in the same
amount and at the same time as ordinary income is recognized by the participant. Upon the participant’s subsequent disposition
of the shares of our common stock received with respect to such stock option, the participant will recognize a capital gain or loss (long-term
or short-term, depending on the holding period) to the extent the amount realized from the sale differs from the tax basis, the fair
market value of our common stock on the exercise date.
In
general, a participant will recognize no income or gain as a result of exercise of an incentive stock option (except that the alternative
minimum tax may apply). Except as described below, the Participant will recognize a long-term capital gain or loss on the disposition
of our common stock acquired pursuant to the exercise of an incentive stock option and the Company will not be allowed a deduction. If
the Participant fails to hold the shares of our common stock acquired pursuant to the exercise of an incentive stock option for at least
two years from the grant date of the incentive stock option and one year from the exercise date, then the Participant will recognize
ordinary compensation income at the time of the disposition equal to the lesser of (a) the gain realized on the disposition, or (b) the
excess of the fair market value of the shares of common stock on the exercise date over the exercise price. We will generally be entitled
to a deduction in the same amount and at the same time as ordinary income is recognized by the participant. Any additional gain realized
by the participant over the fair market value at the time of exercise will be treated as a capital gain.
Stock
Appreciation Rights. The grant of a Stock Appreciation Right will create no income tax consequences to us or the participant. Upon
the exercise or maturity of a Stock Appreciation Rights, the participant will recognize ordinary income equal to the amount of cash and
the fair market value of any shares received. We will generally be entitled to a corresponding deduction in the same amount and at the
same time as the participant recognizes income. If shares are delivered under the Stock Appreciation Rights, upon the participant’s
subsequent disposition of the shares, the participant will recognize capital gain or loss (long-term or short-term, depending on the
holding period) to the extent the amount realized from the disposition differs from the shares’ tax basis, i.e., the fair market
value of the shares on the date the participant received the shares.
Restricted
Stock Units. The grant of a Restricted Stock Units will create no income tax consequences to us or the participant. Upon the Participant’s
receipt of cash and/or shares at the end of the applicable performance or vesting period, the Participant will recognize ordinary income
equal to the amount of cash and/or the fair market value of the shares received, and we will be entitled to a corresponding deduction
in the same amount and at the same time. If units are settled in whole or in part in shares, upon the Participant’s subsequent
disposition of the shares the Participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period)
to the extent the amount realized upon disposition differs from the shares’ tax basis, the fair market value of the shares on the
date the Participant received the shares.
Restricted
Stock. Generally, a Participant will not recognize income and we will not be entitled to a deduction at the time an award of Restricted
Stock is made, unless the Participant makes the election described below. A Participant who has not made such an election will recognize
ordinary income at the time the restrictions on the stock lapse in an amount equal to the fair market value of the restricted stock at
such time. We will generally be entitled to a corresponding deduction in the same amount and at the same time as the Participant recognizes
income. Any otherwise taxable disposition of the restricted stock after the time the restrictions lapse will result in a capital gain
or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the sale differs from the tax
basis, i.e., the fair market value of our common stock on the date the restrictions lapse. Dividends paid in cash and received by a Participant
prior to the time the restrictions lapse will constitute ordinary income to the participant in the year paid and the Company will generally
be entitled to a corresponding deduction for such dividends. Any dividends paid in stock will be treated as an award of additional restricted
stock subject to the tax treatment described herein.
A
Participant may, within 30 days after the date of the award of restricted stock, elect to recognize ordinary income as of the date of
the award in an amount equal to the fair market value of such restricted stock on the date of the award (less the amount, if any, the
Participant paid for such restricted stock). If the Participant makes such an election, then we will generally be entitled to a corresponding
deduction in the same amount and at the same time as the participant recognizes income. If the Participant makes the election, then any
cash dividends the Participant receives with respect to the restricted stock will be treated as dividend income to the participant in
the year of payment and will not be deductible by us. Any otherwise taxable disposition of the restricted stock (other than by forfeiture)
will result in a capital gain or loss. If the Participant who has made an election subsequently forfeits the restricted stock, then the
Participant will not be entitled to deduct any loss. In addition, we would then be required to include as ordinary income the amount
of any deduction we originally claimed with respect to such shares.
Plan
Benefits
No
contingent grants have been made. The Company currently cannot determine the awards that may be granted under the Plan in the
future to Eligible Persons. Future Awards under the Plan will be made from time to time, and the benefits received will depend on the
amounts awarded and the extent to which various performance goals are achieved.
Equity
Compensation Plan Information
The
following table sets forth information with respect to compensation plans under which equity securities of the Company are authorized
for issuance as of May 17, 2022.
| Plan
Category | |
Number
of securities
to be issued
upon exercise
of outstanding
options, warrants
and rights (a) | | |
Weighted-average
exercise price
of outstanding options, warrants and rights (b) | | |
Number
of securities remaining
available for future
issuance under equity
compensation plans
(excluding securities reflected in column (a)) (c) | |
| Equity
Compensation plans approved by stockholders: | |
| | | |
| | | |
| | |
| 2020
Incentive Compensation Plan | |
| 217,817 | | |
$ | 13.59 | | |
| 3,345 | |
| 2004
Stock Incentive Plan | |
| 147,898 | | |
$ | 8.47 | | |
| -0- | |
| Equity
compensation plans not approved by stockholders: | |
| - | | |
| - | | |
| - | |
| Total | |
| 365,590 | | |
$ | 11.52 | | |
| 3,345 | |
The
following table summarizes information about the restricted stock transactions:
| | |
Period
Ended May 17, 2022 | | |
Weighted-average
Grant Day Fair Value | |
| Unvested
at the beginning of the period | |
| 21,337 | | |
$ | 10.62 | |
| Awards
granted | |
| 1,174 | | |
$ | 10.65 | |
| Vested | |
| (2,506 | ) | |
($ | 10.31 | ) |
| | |
| - | | |
| - | |
| Unvested
at the end of the period | |
| 20,005 | | |
$ | 10.66 | |
Required
Vote
Assuming
a quorum is present at our Annual Meeting, approval of the Amendment will be determined by a majority of votes cast. A majority vote
will occur if the number of votes cast in favor of approval exceeds the number of votes cast in opposition to approval. Assuming a quorum
is present; shares not voted at the Annual Meeting (whether by abstention, broker non-vote or otherwise) will not affect the outcome
of the approval of the Amendment.
Recommendation
The
Board of Directors recommends that the stockholders vote FOR the approval of the Amendment. Shares represented by executed
but unmarked proxies will be voted FOR approval of the Amendment.
If
you submit a proxy to us, it will be voted as you direct. If, however, you submit a proxy without specifying voting directions,
it will be voted in favor of approving the Amendment.
PROPOSAL
4: APPROVE AMENDMENT TO CERTIFICATE OF INCORPORATION
The
Board is submitting for stockholder approval a proposal to amend our Certificate of Incorporation (the “Certificate”)
to allow stockholders to act by less than unanimous written consent. Under New York Law and our current Certificate, stockholder
action may only be taken at a meeting or by unanimous written consent.
The
Board is proposing the amendment below to our Certificate (the “Amendment”). This Amendment would permit stockholder
action by less than unanimous written consent.
SIXTH:
All actions required or permitted to be taken by the stockholders of the Corporation at an annual or special meeting of the stockholders
may be effected without a meeting by the written consent of the holders of common stock of the Corporation entitled to vote thereon
pursuant to Section 615 of the New York Business Corporation Law; provided that no such action may be taken except in accordance with
the provisions of this Article SIXTH, the By-Laws of the Corporation and applicable law.
Required
Vote and Recommendation
Pursuant
to New York law, approval of this proposal will require the affirmative vote of a majority of all outstanding shares of common stock
entitled to vote on this proposal. Abstentions will not count as votes cast on this proposal. Therefore, abstentions will have the same
effect as a vote “against” the proposal. Additionally, broker non-votes will not be considered to have voted on this proposal
and will therefore have the same effect as a vote “against” the proposal. The individuals named as proxies on the enclosed
proxy card will vote your proxy “FOR” this proposal unless you instruct otherwise on the proxy.
If
this proposal is approved by the Company’s stockholders, we will amend and restate the Certificate to incorporate the approved
amendment as set forth above. Additionally, if this proposal is approved by the Company’s stockholder, the Board intends to make
corresponding amendments to our By-Laws.
OTHER
BUSINESS TO COME BEFORE THE MEETING
As
of the date of this proxy statement, we know of no business that will be presented for consideration at the Annual Meeting other than
the items referred to above. If any other matter is properly brought before the meeting for action by the stockholders, proxies in the
enclosed form returned to the Company or other custodians will be voted in accordance with the recommendation of the Board of Directors
or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.
CONTROL
PERSONS
The
following table sets forth certain information as of the record date, concerning the ownership of the common stock by (a) each person
who, to the Company’s knowledge, beneficially owned on that date more than 5% of the outstanding common stock, (b) each of our
current directors and executive officers and (c) all of our directors and executive officers as a group.
| | |
Number
of Shares | | |
Percent
of | |
| | |
Beneficially | | |
Common | |
| Name
of Beneficial Owner (a) (b) | |
Owned(b) | | |
Stock(b) | |
| Estate
of Joseph Feldschuh(c) | |
| 2,578,230 | | |
| 63.8 | % |
| Michael
Feldschuh, President and Director(d) | |
| 224,872 | | |
| 5.6 | % |
| Jonathan
Feldschuh, Director(e) | |
| 37,242 | | |
| * | |
| Robert
J. Michel, Chief Financial Officer, Chief Compliance Officer (f) | |
| 12,916 | | |
| * | |
| Henry
Cremisi. MD, Director(g) | |
| 24,999 | | |
| * | |
| James
A. Lombard, Director(h) | |
| 7,534 | | |
| * | |
| Joy
Goudie, Esq., Director(i) | |
| 2,032 | | |
| * | |
| Edward
Feuer, Director(j) | |
| 4,032 | | |
| * | |
| Caleb
DesRosiers | |
| 0 | | |
| 0 | % |
| All
directors and officers as a Group (8 persons) (k) | |
| 2,891,857 | | |
| 71.6 | % |
| * |
Indicates
less than 1%. |
| (a)
|
Unless
otherwise indicated, the address of each person listed is c/o Daxor Corporation, 109 Meco Lane, Oak Ridge, TN 37830. |
| |
|
| (b) |
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently
exercisable or which become exercisable within 60 days following May 17, 2022 are deemed to be beneficially owned by, and outstanding
with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where
applicable, to the knowledge of the Company, each person listed is believed to have sole voting and investment power with respect
to all shares of common stock beneficially owned by such person. |
| |
|
| (c)
|
Includes
2,578,230 shares of common stock. |
| |
|
| (d) |
Includes
158,206 shares of common stock and 66,666 shares of common stock issuable upon the exercise of options issued under the Company’s
2004 Stock Option Plan (the “2004 Option Plan”), and the Company’s 2020 Incentive Compensation Plan (the
“2020 Plan”). |
| |
|
| (e)
|
Includes
3,908 shares of common stock and 33,334 shares of Common Stock issuable upon the exercise of options issued under the 2004 Option
Plan and the 2020 Plan. |
| |
|
| (f) |
Includes
6,250 of common stock and 6,666 shares of Common Stock issuable upon the exercise of option issued under the 2020 Plan. |
| |
|
| (g)
|
Includes
24,999 shares of Common Stock issuable upon the exercise of options issued under the 2004 Option Plan, and the 2020 plan. |
| |
|
| (h)
|
Includes
2,500 shares of common stock and 5,034 shares of common stock issuable upon the exercise of options issued under the 2004 Option
Plan, and the 2020 Plan. |
| |
|
| (i)
|
Includes
2,032 shares of Common Stock issuable upon the exercise of options issued under the 2020 Plan. |
| |
|
| (j)
|
Includes
4,032 shares of Common Stock issuable upon the exercise of options issued under the Company’s 2004 Option Plan, and the 2020
Plan. |
| |
|
| (k)
|
See
Footnotes (c) through (j). |
Directors
currently serving have options totaling 159,300 shares of common stock exercisable at prices ranging from $7.75 to $14.11 per share.
| | |
Number
of Options | |
| Name | |
Granted | |
| Michael
Feldschuh | |
| 75,000 | |
| Jonathan
Feldschuh | |
| 40,000 | |
| Henry
Cremisi MD | |
| 27,000 | |
| James
A. Lombard | |
| 7,100 | |
| Joy
Goudie Esq | |
| 4,100 | |
| Edward
Feuer | |
| 6,100 | |
| | |
| 159,300 | |
ADDITIONAL
INFORMATION
Stockholder
Proposals for the 2023 Annual Meeting
Stockholders
interested in presenting a proposal for consideration at the Company’s annual meeting of stockholders in 2023 may do so by following
the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934 and the Company’s by-laws. To be eligible for
inclusion in the proxy statement, the stockholder proposals must be received by the Company’s President no later than February
1, 2023.
Stockholders
interested in presenting a proposal at the Company’s annual meeting of stockholders outside the procedures prescribed in Rule 14a-8
(namely, a proposal to be presented at the annual meeting of stockholders in 2023 but not included in the Company’s proxy statement)
must be received by the Company’s President no later than February 1, 2023 to be considered timely. Under the SEC’s proxy
voting rules, the Company may exercise discretionary voting authority on stockholder proposals received after such date.
Administrator
and Principal Underwriters
The
responsibility of the Board of Directors is to exercise corporate powers and to oversee management of the business of the Company. The
officers of the Company are principally responsible for its operations. The Company is not primarily engaged in the business of investing,
reinvesting, owning, holding or trading in securities. As such, the Company has no investment advisor, administrator, principal underwriters,
affiliated brokerage, dividend paying agent, non-resident managers, or active portfolio manager. The nature of the instruments in which
funds in excess of immediate capital needs are placed are consistent with capital preservation and liquidity. The Company’s Chief
Executive Officer, Michael Feldschuh, is primarily responsible for the day-to-day management of any such investments.
Cost
and Methods of Solicitation of Proxies
Proxy
solicitation will be principally by mail but may also be by telephone or personal interview conducted by our officers and regular employees.
The cost of solicitation of proxies will be borne by us, including reimbursement of banks, brokerage firms, nominees, fiduciaries and
other custodians for reasonable expenses incurred by them in sending the proxy materials to our stockholders.
Householding
We
are required to provide an annual report and proxy statement or notice of availability of these materials to all stockholders of record.
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding but share the
same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who
have the same mailing address and last name, and do not participate in electronic delivery of proxy materials, will receive only one
copy of the annual report and proxy statement or notice of availability of these materials.
If
you are a registered stockholder and would like to have separate copies of the annual report and proxy statement distributed to you in
the future, you must submit a request to opt out of householding in writing to Broadridge Financial Solutions, Householding Department,
51 Mercedes Way, Edgewood, New York, 11717, or call Broadridge at (866) 540-7095, and we will cease householding all such documents within
30 days. If you are a beneficial stockholder and would like to have separate copies of the annual report and proxy statement, contact
your broker. In addition, stockholders sharing an address receiving multiple copies may also request delivery in the future of a single
copy of such documents. Stockholders may notify us of their requests by writing to Broadridge Financial Solutions, Householding Department,
51 Mercedes Way, Edgewood, New York, 11717.
Submission
of Other Communications to the Board
Stockholders
and other interested parties may communicate with the Board (or individual directors serving on the board) by sending written communications,
addressed to any director or to the Board as a group, to our Chief Financial Officer, Robert J. Michel, at 109 Meco Lane, Oak Ridge,
TN 37830 who will ensure that the communication (assuming it is properly marked care of the Board or care of a specific director) is
delivered to the Board or the specified director, as the case may be. Commercial advertisements or other forms of solicitation will not
be forwarded.
| |
By |
Order
of the Board of Directors, |
| |
|
|
| |
|
/s/
Robert J. Michel |
| |
|
Robert
J. Michel |
| |
|
Chief
Financial Officer, Chief Compliance Officer and Corporate Secretary |
| |
|
|
| May
31, 2022 |
|
|
| New
York, NY |
|
|
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