[8-K] CorMedix Inc. Reports Material Event

Rhea-AI Filing Summary

CorMedix (NASDAQ:CRMD) held its 2025 Annual Meeting of Stockholders on June 24, 2025. Shareholders voted on three key proposals: election of seven directors, advisory vote on executive compensation, and ratification of the independent auditor.

All seven director nominees were successfully elected with Joseph Todisco receiving the highest approval (18.3M votes). The non-binding advisory vote on executive compensation passed with 16.1M votes in favor. Shareholders also approved CBIZ CPAs P.C. as the independent auditor with 45.5M votes in favor.

Positive

• All director nominees successfully elected to the board
• Executive compensation plan received 87% approval from voting shareholders
• Strong approval (98%) for independent auditor appointment

Negative

• Significant withhold votes (4.2M) for director Myron Kaplan
• Large number of broker non-votes (27.6M) indicating low retail investor participation

Insights

Corporate Governance Analyst

Annual meeting results show strong shareholder support for management with some notable dissent on specific directors.

The voting patterns reveal interesting governance dynamics. While most directors received strong support, there's notable dissent for certain board members - particularly Myron Kaplan who received over 4.2M withheld votes, representing about 23% opposition among voting shareholders. The executive compensation package received 87% approval among voting shareholders (excluding broker non-votes), indicating general satisfaction with pay practices. The high broker non-vote count (27.6M) suggests significant retail investor holdings who didn't provide voting instructions.

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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

Date of Report (Date of earliest event reported): June 24, 2025

CORMEDIX INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34673		20-5894890
(State of other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Connell Drive, Suite 4200 Berkeley Heights, NJ		07922
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 517-9500

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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		CRMD		Nasdaq Global 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 June 24, 2025, CorMedix Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

The Company’s stockholders voted on the following three proposals at the Annual Meeting, casting their votes as described below. For more information about the following proposals, please see the Company’s Proxy Statement.

Proposal No. 1 - Election of Directors. The following individuals, each of whom was named as a nominee in the Proxy Statement, were elected by the Company’s stockholders by a plurality of votes cast to serve on the Company’s board of directors until the Company’s 2026 annual meeting of stockholders. Information on the vote relating to each director standing for election is set forth below:

Nominee		FOR		WITHHELD		BROKER NON-VOTES
Janet Dillione		15,562,263		2,883,931		27,599,135
Gregory Duncan		17,555,657		890,537		27,599,135
Alan W. Dunton		17,018,432		1,427,762		27,599,135
Myron Kaplan		14,211,986		4,234,208		27,599,135
Steven Lefkowitz		17,358,125		1,088,069		27,599,135
Robert Stewart		15,763,771		2,682,423		27,599,135
Joseph Todisco		18,279,057		167,137		27,599,135

Proposal No. 2 - Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers for 2024. Proposal No. 2 was to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for 2024, as disclosed in the Proxy Statement. The proposal was approved. The results of the vote taken were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
16,086,287		1,999,311		360,596		27,599,135

Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. Proposal No. 3 was to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposal was approved. The results of the vote taken were as follows:

FOR		AGAINST		ABSTAIN
45,476,764		412,102		156,463

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SIGNATURE

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.

	CORMEDIX INC.
Date: June 25, 2025	By:	/s/ Joseph Todisco
	Name:	Joseph Todisco
	Title:	Chief Executive Officer

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FAQ

Who are the directors elected to CorMedix's board for 2025-2026?

Seven directors were elected: Janet Dillione, Gregory Duncan, Alan W. Dunton, Myron Kaplan, Steven Lefkowitz, Robert Stewart, and Joseph Todisco.

What was the voting result for CRMD's executive compensation package?

The executive compensation package was approved with 16,086,287 votes in favor, 1,999,311 against, and 360,596 abstaining.

Who will be CorMedix's independent auditor for 2025?

CBIZ CPAs P.C. was ratified as the independent registered public accounting firm with 45,476,764 votes in favor.

Which CorMedix director received the highest shareholder support?

Joseph Todisco received the highest shareholder support with 18,279,057 votes in favor and only 167,137 votes withheld.