Current Report Filing (8-k)
21 May 2019 - 9:31PM
Edgar (US Regulatory)
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 21, 2019
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.)
|
4320
Forest Park Avenue, Suite 100, St. Louis, Missouri
|
|
63108
|
(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. [ ]
Item
5.07
|
Submission
of Matters to a Vote of Security Holders
|
On
May 21, 2019, the Company held its Annual Meeting of Shareholders. A total of 59,304,222 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 15,698,415 votes
on an as-converted basis. At the Annual Meeting, 56,563,810 shares were represented, constituting a 75.41% quorum. Shareholders
were asked to consider and act upon the following:
|
(1)
|
The
election of one director as a Class I director to serve until the Company’s 2020 annual meeting and two directors as
Class III directors to serve until the Company’s 2022 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 2019;
|
|
|
|
|
(3)
|
A
proposal to approve an amendment of the Employee Stock Purchase Program (“ESPP”) to provide that an additional
250,000 shares of common stock of the Company be made available for issuance under the ESPP for awards to participants;
|
|
|
|
|
(4)
|
A
proposal to approve an amendment to the Company’s certificate of incorporation to authorize a reverse stock split of
the Company’s common stock; and
|
|
|
|
|
(5)
|
A
proposal to approve an amendment to the Company’s certificate of incorporation to authorize a reduction of the authorized
number of shares of our common stock from 300,000,000 to 100,000,000 shares.
|
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 2020 or 2022 annual meetings 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 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 majority
of the common and preferred shares entitled to vote and the proposal passed by the votes set forth in the applicable table below.
Proposal 5 was determined by a majority of the common and preferred shares entitled to vote, voting as a single class, as well
as a majority of the common shares entitled to vote, voting as a separate class, and the 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
|
|
Robert J. Messey
|
|
|
41,767,354
|
|
|
|
38,304
|
|
|
|
0
|
|
|
|
14,758,152
|
|
Nathan Fischel, M.D.
|
|
|
41,706,626
|
|
|
|
99,032
|
|
|
|
0
|
|
|
|
14,758,152
|
|
Ross B. Levin
|
|
|
41,768,850
|
|
|
|
36,808
|
|
|
|
0
|
|
|
|
14,758,152
|
|
(2)
|
Proposal
to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for
fiscal year 2019:
|
Number of Votes For:
|
|
|
56,316,038
|
|
Number of Votes Against:
|
|
|
103,428
|
|
Number of Votes Abstain:
|
|
|
144,344
|
|
Number of Broker Non-Votes:
|
|
|
0
|
|
(3)
|
Proposal
to approve an amendment to the ESPP:
|
Number of Votes For:
|
|
|
41,277,888
|
|
Number of Votes Against:
|
|
|
518,267
|
|
Number of Votes Abstain:
|
|
|
9,503
|
|
Number of Broker Non-Votes:
|
|
|
14,758,152
|
|
(4)
|
Proposal
to approve an amendment to the Company’s certificate of incorporation to authorize a reverse stock split of the Company’s
common stock:
|
Number of Shares Entitled to Vote:
|
|
|
75,002,637
|
|
Number of Votes For:
|
|
|
50,248,137
|
|
Number of Votes Against:
|
|
|
5,818,664
|
|
Number of Votes Abstain:
|
|
|
497,009
|
|
Number of Broker Non-Votes:
|
|
|
0
|
|
(5)
|
Proposal
to approve an amendment to the Company’s certificate of incorporation to authorize a reduction of the authorized number
of shares of our common stock from 300,000,000 to 100,000,000 shares:
|
Number of Total Shares Entitled to Vote:
|
|
|
75,002,637
|
|
Total Number of Votes For:
|
|
|
51,968,368
|
|
Total Number of Votes Against:
|
|
|
4,084,658
|
|
Total Number of Votes Abstain:
|
|
|
510,784
|
|
Total Number of Broker Non-Votes:
|
|
|
0
|
|
Number of Common Shares Entitled to Vote:
|
|
|
59,304,222
|
|
Number of Common Votes For:
|
|
|
41,290,615
|
|
Number of Common Votes Against:
|
|
|
4,084,658
|
|
Number of Common Votes Abstain:
|
|
|
510,784
|
|
Number of Common Broker Non-Votes:
|
|
|
0
|
|
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 21, 2019
|
By:
|
/s/
Martin C. Stammer
|
|
Name:
|
Martin
C. Stammer
|
|
Title:
|
Chief
Financial Officer
|