UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549 |
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FORM 8-K |
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of report (Date of earliest event reported): August 22, 2012
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STEREOTAXIS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) |
| 000-50884 | 94-3120386 | |
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| (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
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(Registrant's Telephone Number, Including Area Code)
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(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))
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 22, 2012, Stereotaxis, Inc. (the “Company”) held its Annual Meeting of Stockholders. Stockholders were asked to consider and act upon:
| (1) | The election of two directors as Class II Directors to serve until the Company’s 2015 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 2012; |
| (3) | A proposal to approve, by non-binding vote, executive compensation; and |
| (4) | A proposal to approve the Stereotaxis, Inc. 2012 Stock Incentive Plan. |
The votes for, withheld, against, abstentions, and broker non-votes, where applicable, for each matter are set out below.
| (1) | Election of Directors: | |||||||||
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| Name of Nominee | Votes For | Votes Withheld | Votes Abstain | Broker Non-Votes | ||||||
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| Joseph D. Keegan | 48,543,650 | 782,683 | 0 | 17,501,110 | ||||||
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| Robert J. Messey | 39,628,924 | 9,697,409 | 0 | 17,501,110 | ||||||
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| (2) | Proposal regarding ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2012: |
| Number of Votes For: | 66,068,277 | |||
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| Number of Votes Against: | 713,935 | |||
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| Number of Votes Abstain: | 45,231 | |||
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| Number of Non-Votes: | 0 | |||
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| (3) | Proposal to approve, by non-binding vote, executive compensation: | |||
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| Number of Votes For: | 47,669,087 | |||
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| Number of Votes Against: | 1,454,459 | |||
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| Number of Votes Abstain: | 202,787 | |||
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| Number of Non-Votes: | 17,501,110 | |||
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| (4) | Proposal to approve the Stereotaxis, Inc. 2012 Stock Incentive Plan: | |||
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| Number of Votes For: | 47,545,879 | |||
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| Number of Votes Against: | 1,633,905 | |||
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| Number of Votes Abstain: | 146,549 | |||
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| Number of Non-Votes: | 17,501,110 | |||
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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: August 24, 2012 | By: | /s/ Karen Witte Duros | ||
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| Name: | Karen Witte Duros | |||
| Title: | Sr. Vice President, General Counsel | |||