Current Report Filing (8-k)
19 Mai 2022 - 10:07PM
Edgar (US Regulatory)
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2022-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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, 2022
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 19,
2022, the Company held its Annual Meeting of Shareholders. A total
of 74,643,314 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 21,072,432 votes on an
as-converted basis. At the Annual Meeting, 71,397,177 shares were
represented, constituting a 75% quorum. Shareholders were asked to
consider and act upon the following:
|
|
(1) |
The
election of two directors as Class III directors to serve until the
Company’s 2025 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 2022; |
|
|
|
|
|
|
(3) |
A proposal
to approve the Stereotaxis, Inc. 2022 Stock Incentive Plan;
and
|
|
|
(4) |
A
proposal to approve the Stereotaxis, Inc. 2022 Employee Stock
Purchase Plan. |
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 2025 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,
3 and 4 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.
|
(1) |
Election
of Directors: |
|
Name of
Nominee |
|
Votes
For |
|
|
Votes
Withheld |
|
|
Votes
Abstain |
|
|
Broker
Non-Votes |
|
|
Nathan
Fischel |
|
|
48,763,881 |
|
|
|
4,035,896 |
|
|
|
0 |
|
|
|
18,597,400 |
|
|
Ross
Levin |
|
|
47,148,532 |
|
|
|
5,651,245 |
|
|
|
0 |
|
|
|
18,597,400 |
|
|
(2) |
Proposal
to ratify the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year
2022: |
|
Number of
Votes For: |
|
|
71,045,782 |
|
|
Number of
Votes Against: |
|
|
332,393 |
|
|
Number of
Votes Abstain: |
|
|
19,002 |
|
|
(3) |
Proposal
to approve the Stereotaxis, Inc. 2022 Stock Incentive
Plan: |
|
Number of
Votes For: |
|
|
48,628,110 |
|
|
Number of
Votes Against: |
|
|
4,109,282 |
|
|
Number of
Votes Abstain: |
|
|
62,385 |
|
|
Number of
Broker Non-Votes: |
|
|
18,597,400 |
|
|
(4) |
Proposal
to approve the Stereotaxis, Inc. 2022 Employee Stock Purchase Plan:
|
|
Number of
Votes For: |
|
|
52,210,904 |
|
|
Number of
Votes Against: |
|
|
561,643 |
|
|
Number of
Votes Abstain: |
|
|
27,230 |
|
|
Number of
Broker Non-Votes: |
|
|
18,597,400 |
|
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, 2022 |
By: |
/s/
Kimberly R. Peery |
|
|
Name: |
Kimberly
R. Peery |
|
|
Title: |
Chief
Financial Officer |
Stereotaxis (AMEX:STXS)
Graphique Historique de l'Action
De Mar 2023 à Mar 2023
Stereotaxis (AMEX:STXS)
Graphique Historique de l'Action
De Mar 2022 à Mar 2023
