false
0000719135
0000719135
2026-08-06
2026-08-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
August
6, 2026
Date
of Report (date of earliest event reported)

APYX
MEDICAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-31885 |
|
11-2644611 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
5115
Ulmerton Road, Clearwater, Florida 33760
(Address
of principal executive offices, zip code)
(727)
384-2323
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A common stock |
|
APYX |
|
Nasdaq Global Select Market |
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 5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
As
described under Item 5.07 of this Current Report on Form 8-K, Apyx Medical Corporation (the “Company”) held its 2026 Annual
Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the adoption of the Company’s
2026 Share Incentive Plan (the “2026 Plan”).
A
summary of the 2026 Plan is contained, under the heading “Approval of the 2026 Share Incentive Plan”, in the Company’s
definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 26, 2026 (the “Proxy
Statement”).
The
foregoing description of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan that is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission
of Matters to a Vote of Security Holders. |
On
August 6, 2026, the following proposals were submitted to the stockholders of the Company at its Annual Meeting: (1) the election of
five (5) directors; (2) the ratification of RSM US LLP as the Company’s independent registered public accounting firm for the year
ending December 31, 2026; (3) the approval of a non-binding advisory resolution supporting the compensation of the Company’s named
executive officers; and (4) the approval of the Company’s 2026 Share Incentive Plan.
The
proposals are described in more detail in the Proxy Statement.
The
following are the final voting results for each proposal:
| Proposal
1: |
The Company’s
stockholders elected each of the following five (5) directors to serve on the Board of Directors of the Company until the 2027 Annual
Meeting of Stockholders or until their respective successors have been duly elected and qualified, by the following vote: |
| Name |
|
Number
of Votes
Cast in Favor |
|
Number
of Votes
Cast Against |
|
Number
of Votes
Abstained |
|
Broker
Non-Votes |
| |
|
|
|
|
|
|
|
|
| Stavros G. Vizirgianakis |
|
18,051,294 |
|
4,083,005 |
|
84,359 |
|
7,677,267 |
| |
|
|
|
|
|
|
|
|
| Charles D. Goodwin |
|
21,338,164 |
|
788,416 |
|
92,078 |
|
7,677,267 |
| |
|
|
|
|
|
|
|
|
| Lawrence J. Waldman |
|
21,332,747 |
|
718,782 |
|
167,129 |
|
7,677,267 |
| |
|
|
|
|
|
|
|
|
| Minnie Baylor-Henry |
|
15,400,914 |
|
6,650,608 |
|
167,136 |
|
7,677,267 |
| |
|
|
|
|
|
|
|
|
| Wendy Levine |
|
15,395,258 |
|
6,656,271 |
|
167,129 |
|
7,677,267 |
| Proposal
2: |
The
Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting
firm for the year ending December 31, 2026, by the following vote: |
Number
of Votes
Cast in Favor |
|
Number
of Votes
Cast Against |
|
Number
of Votes
Abstained |
|
Broker
Non-Votes |
| 29,814,618 |
|
31,610 |
|
49,697 |
|
- |
| Proposal
3: |
The
Company’s stockholders approved a non-binding advisory resolution supporting the compensation of the Company’s named
executive officers, by the following vote: |
Number
of Votes
Cast in Favor |
|
Number
of Votes
Cast Against |
|
Number
of Votes
Abstained |
|
Broker
Non-Votes |
| 21,458,554 |
|
669,298 |
|
90,806 |
|
7,677,267 |
| Proposal
4: |
The
Company’s stockholders approved the Company’s 2026 Share Incentive Plan, by the following vote: |
Number
of Votes
Cast in Favor |
|
Number
of Votes
Cast Against |
|
Number
of Votes
Abstained |
|
Broker
Non-Votes |
| 16,186,776 |
|
2,755,882 |
|
3,276,000 |
|
7,677,267 |
| Item 9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Apyx Medical Corporation 2026 Share Incentive Plan |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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.
| Date: August 7, 2026 |
APYX MEDICAL CORPORATION |
| |
|
|
| |
By: |
/s/ Matthew
Hill |
| |
|
Matthew Hill |
| |
|
Chief Financial Officer,
Secretary and Treasurer |