News Column

STEREOTAXIS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

June 11, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) On June 10, 2014, the shareholders of Stereotaxis, Inc. (the "Company"), approved an amendment to the Stereotaxis, Inc. 2012 Stock Incentive Plan ("Plan"), which was previously approved and adopted by the Compensation Committee of the Board of Directors of the Company on March 27, 2014. The amendment increased the number of shares authorized for issuance under the Plan by one million shares.



Item 5.07 Submission of Matters to a Vote of Security Holders

On June 10, 2014, the Company held its Annual Meeting of Shareholders. Of the 19,435,325 shares outstanding and entitled to vote, 14,981,852 shares were represented, constituting a 77.08% 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

Company's 2017 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 2014; (3) A proposal to approve, by non-binding vote, executive compensation;



(4) 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 one million shares;



(5) A proposal to approve an amendment to the Stereotaxis, Inc. Employee Stock

Purchase Plan to increase the number of shares authorized for issuance

thereunder by 250,000 shares; and



(6) A proposal to approve a decrease in the authorized number of shares of our

common stock from 300,000,000 to 150,000,000.

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 2017 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below. Proposals 2, 3, 4 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 6 was determined by a majority of the shares outstanding and did not pass. 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 Votes Withheld Votes Abstain Broker Non-Votes David W. Benfer 4,785,948 113,311 0 10,082,593 Eric N. Prystowsky, M.D. 4,184,188 715,071 0 10,082,593



(2) Proposal regarding ratification of appointment of Ernst & Young LLP as the

Company's independent registered public accounting firm for fiscal year 2014: Number of Votes For: 14,705,815 Number of Votes Against: 67,181 Number of Votes Abstain: 208,856 Number of Non-Votes: 0



(3) Proposal to approve, by non-binding vote, executive compensation:

Number of Votes For: 4,503,801 Number of Votes Against: 289,583 Number of Votes Abstain: 105,875 Number of Non-Votes: 10,082,593



--------------------------------------------------------------------------------

(4) Proposal to approve an amendment to the Stereotaxis, Inc. 2012 Stock

Incentive Plan to increase the number of shares authorized for issuance thereunder by one million shares: Number of Votes For: 4,363,956 Number of Votes Against: 444,626 Number of Votes Abstain: 90,677 Number of Non-Votes: 10,082,593



(5) Proposal to approve an amendment to the Stereotaxis, Inc. Employee Stock

Purchase Plan to increase the number of shares authorized for issuance thereunder by 250,000 shares: Number of Votes For: 4,537,584 Number of Votes Against: 261,919 Number of Votes Abstain: 99,756 Number of Non-Votes: 10,082,593



(6) A proposal to approve a decrease in the authorized number of shares of our

common stock from 300,000,000 to 150,000,000: Number of Votes For: 4,677,737 Number of Votes Against: 131,415 Number of Votes Abstain: 90,107 Number of Non-Votes: 10,082,593



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters