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 23, 2017

STEREOTAXIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(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):

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.    ☐

(e) On May 23, 2017, the shareholders of Stereotaxis, Inc. (the “Company”), approved an amendment to the Stereotaxis, Inc. 2012 Stock Incentive Plan (the “Plan”), which was previously approved and adopted by the Compensation Committee of the Board of Directors of the Company on February 22, 2017. The amendment increased the number of shares authorized for issuance under the Plan by 4,000,000 shares.

On May 23, 2017, the Company held its Annual Meeting of Shareholders. A total of 22,541,613 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 12,210,146 votes on an as-converted basis. At the Annual Meeting, 22,981,247 shares were represented, constituting a 66.12% quorum. Shareholders were asked to consider and act upon the following:

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 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below. Proposals 2, 3, 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 4 was determined by a plurality of the votes cast. The recommendation for the frequency of future advisory votes on executive compensation was for three (3) years, by the votes set forth in the table below. The votes for, withheld, against, abstentions, and broker non-votes, where applicable, for each matter are set out below.

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.