UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 15, 2025, the Company held its Annual Meeting of Shareholders. A total of 85,979,662 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 21,663,743 votes on an as-converted basis. At the Annual Meeting, 63,792,419 shares were represented, constituting a 59% quorum. Shareholders were asked to consider and act upon the following:
| (1) | The election of two Class III directors to serve until the Company’s 2028 Annual Meeting; and | |
| (2) | A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025. |
Proposal 1, the election of directors, was determined by a plurality of votes cast. The Board’s nominees for director were elected to serve until the Company’s 2028 annual meeting, consistent with the proposal, or until their respective successor is elected and qualified, by the votes set forth in the table below. Proposal 2 was 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 passed by the votes set forth in the applicable table below.
| (1) | Election of Directors: |
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Dr. Nathan Fischel | 43,049,508 | 2,243,186 | 18,499,725 | |||
| Mr. Ross B. Levin | 42,319,392 | 2,973,302 | 18,499,725 |
| (2) | Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025: |
| Number of Votes For: | 63,627,003 | |
| Number of Votes Against: | 126,608 | |
| Number of Votes Abstain: | 38,808 |
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, 2025 | By: | /s/ Patricia S. Williams |
| Name: | Patricia S. Williams | |
| Title: | Secretary | |