[8-K] Apyx Medical Corporation Reports Material Event

Rhea-AI Filing Summary

Apyx Medical Corporation reported the outcomes of proposals submitted at its annual meeting. Stockholders elected five directors to serve on the board until the 2026 annual meeting, with each nominee receiving between 18.88 million and 19.11 million votes in favor and 6.77 million broker non-votes recorded in those tallies. Shareholders ratified RSM US LLP as the company’s independent registered public accounting firm by a vote of 25,930,634 in favor. A non-binding advisory vote on executive compensation passed with 18,963,101 votes for. A separate advisory vote on frequency favored a one-year option (9,205,086 votes). Stockholders also approved an amendment to delete the text of Article EIGHTH, with 19,047,016 votes for.

Positive

• Five directors elected to serve through the 2026 annual meeting, each receiving strong affirmative vote totals
• RSM US LLP ratified as independent registered public accounting firm with 25,930,634 votes in favor
• Non-binding advisory vote on executive compensation approved with 18,963,101 votes for
• Charter amendment approved to delete the text of Article EIGHTH, receiving 19,047,016 votes in favor

Negative

• Significant broker non-votes of 6,772,342 were recorded in director and several proposal tallies
• Substantial abstentions on the frequency vote (2,489,782) may indicate shareholder uncertainty or withheld preferences

Insights

Corporate Governance Expert

TL;DR: Board slate elected and charter amendment approved; advisory pay supported, frequency favored annually.

The meeting produced routine but material governance outcomes: the full board slate was elected with strong affirmative counts for each director, while a significant number of 6,772,342 broker non-votes appeared in director and certain proposal tallies, which is notable for vote context. The advisory "say-on-pay" received overwhelming support from voting shares cast (18,963,101 for), and shareholders selected a one-year frequency for future advisory votes. The charter amendment to delete Article EIGHTH was approved by a clear margin. These results reflect standard corporate governance actions rather than fundamental shifts in control or strategy.

Audit/Financial Analyst

TL;DR: Auditor ratified decisively; no auditor change risk indicated by vote totals.

The ratification of RSM US LLP as independent auditor passed overwhelmingly with 25,930,634 votes in favor and only 25,032 against, indicating broad shareholder acceptance of the firm. There were 67,823 abstentions recorded on that proposal. The strong margin reduces near-term audit continuity risk. Other proposals were governance-focused and do not disclose financial restatements or accounting changes. Overall, the votes present routine validation of existing audit and compensation arrangements.

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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 7, 2025

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 or organization)		(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

(Issuer’s telephone number)

(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 5.07. Submission of Matters to a Vote of Security Holders.

On August 7, 2025, the following proposals were submitted to the stockholders of Apyx Medical Corporation (the “Company”) at its annual meeting of stockholders: (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, 2025; (3) the approval of the a non-binding advisory resolution supporting the compensation of the Company’s named executive officers; (4) the approval of a non-binding advisory resolution supporting the frequency of an advisory vote on the compensation of the Company’s named executive officers; and (5) the approval of a resolution to amend the Company’s Certificate of Incorporation to remove Article EIGHTH and replace with “intentionally omitted.”

The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 25, 2025.

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 2026 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		19,107,606		105,624		37,917		6,772,342
Charles D. Goodwin		18,943,570		249,305		58,272		6,772,342
Lawrence J. Waldman		18,972,128		112,320		166,699		6,772,342
Minnie Baylor-Henry		18,877,754		186,304		187,089		6,772,342
Wendy Levine		18,931,749		132,382		187,016		6,772,342

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, 2025, by the following vote:

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained		Broker Non-Votes
25,930,634		25,032		67,823		-

Proposal 3: The Company’s stockholders approved of 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
18,963,101		182,700		105,346		6,772,342

Proposal 4: The Company’s stockholders approved the frequency of an advisory vote on the compensation of the named executive officers of the Company, by the following vote:

One Year		Two Years		Three Years		Number of Votes Abstained		Broker Non-Votes
9,205,086		25,369		7,530,910		2,489,782		-

Proposal 5: The Company’s stockholders approved the adoption of an amendment to the Company’s Certificate of Incorporation to delete the text of Article EIGHTH and replace with “intentionally omitted”, by the following vote:

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained		Broker Non-Votes
19,047,016		99,065		105,066		6,772,342

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 13, 2025	Apyx Medical Corporation
	By:	/s/ Matthew Hill
		Matthew Hill
		Chief Financial Officer, Secretary and Treasurer

FAQ

What were the results of the APYX director elections?

Each of the five nominees was elected to serve until the 2026 annual meeting. Vote counts in favor ranged from 18,877,754 to 19,107,606, with 6,772,342 broker non-votes recorded.

Did APYX shareholders ratify the company’s auditor (APYX)?

Yes. Shareholders ratified RSM US LLP as the independent registered public accounting firm with 25,930,634 votes in favor, 25,032 against, and 67,823 abstentions.

How did APYX shareholders vote on executive compensation (say-on-pay)?

The non-binding advisory resolution supporting named executive officer compensation passed with 18,963,101 votes in favor, 182,700 against, and 105,346 abstentions. There were 6,772,342 broker non-votes.

What frequency did APYX shareholders choose for future advisory votes on pay?

Shareholders selected a one-year frequency option with 9,205,086 votes; two years received 25,369 and three years received 7,530,910. There were 2,489,782 abstentions.

Was there any change to APYX’s Certificate of Incorporation?

Yes. Shareholders approved an amendment to delete the text of Article EIGHTH and replace it with “intentionally omitted,” with 19,047,016 votes in favor, 99,065 against, and 105,066 abstentions.