[8-K] iRadimed Corporation Reports Material Event

Rhea-AI Filing Summary

iRadimed held its Annual Meeting of Stockholders on June 19, 2025, where shareholders voted on three key proposals. All proposals passed successfully.

The voting results included:

• Board Elections: Five directors were elected with varying levels of support: - Hilda Scharen-Guivel received highest support (10.8M votes) - Anthony Vuoto (10.8M votes) - Monty Allen (9.5M votes) - Roger Susi (8.9M votes) - James Hawkins (8.4M votes)
• Auditor Ratification: RSM US LLP was confirmed as independent auditor with overwhelming support (11.8M votes in favor)
• Executive Compensation: Advisory resolution on executive compensation approved with strong support (10.8M votes in favor, 287K against)

The meeting demonstrated strong shareholder participation with approximately 11.8M total votes cast, including 709,490 broker non-votes on certain matters.

Positive

• Strong shareholder support for executive compensation with 97% approval (10.77M votes for vs 287K against)
• Near-unanimous approval (99.9%) for RSM US LLP as independent auditor, indicating strong confidence in financial oversight

Negative

• Significant shareholder dissent for two board members: James Hawkins (24.4% votes withheld) and Roger Susi (20.1% votes withheld), suggesting governance concerns

0001325618false00013256182025-06-232025-06-23

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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 23, 2025

IRADIMED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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001-36534		73-1408526
(Commission File Number)		(IRS Employer Identification No.)

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1025 Willa Springs Dr., Winter Springs, FL		32708
(Address of Principal Executive Offices)		(Zip Code)

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(407) 677-8022

(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))

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. ☐

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common stock, par value $0.0001		IRMD		NASDAQ Capital Market

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

The Annual Meeting of Stockholders of Iradimed Corporation (“Iradimed”) was held on Thursday, June 19, 2025. At the meeting, Iradimed’s stockholders voted on the following three proposals and cast their votes as described below.

1. Stockholders elected each of Roger Susi, Monty Allen, Anthony Vuoto, Hilda Scharen-Guivel and James Hawkins to Iradimed’s Board of Directors, each to hold office until a succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board), as set forth below.

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Name	Votes For	Votes Withheld	Broker Non-Votes
Roger Susi	8,851,894	2,226,129	709,490
Monty Allen	9,535,898	1,542,125	709,490
Anthony Vuoto	10,760,158	317,865	709,490
Hilda Scharen-Guivel	10,799,780	278,243	709,490
James Hawkins	8,376,696	2,701,327	709,490

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2. Stockholders ratified the selection of RSM US LLP as Iradimed’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2025, as set forth below.

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11,617,62
Votes For	Votes Against	Abstentions
11,775,729	10,385	1,399

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3. Stockholders approved an advisory resolution on the compensation of Iradimed’s named executive officers.

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Votes For	Votes Against	Abstentions	Broker Non-Votes
10,777,171	286,889	13,963	709,490

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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.

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​	IRADIMED CORPORATION
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Date: June 23, 2025	​
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​	By:	/s/John Glenn
​	Name:	John Glenn
​	Title:	Chief Financial Officer

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FAQ

What were the voting results for IRMD's board member elections in June 2025?

In the June 19, 2025 Annual Meeting, five directors were elected with varying levels of support: Hilda Scharen-Guivel received the highest support with 10,799,780 votes for, followed by Anthony Vuoto with 10,760,158 votes. Monty Allen received 9,535,898 votes, Roger Susi got 8,851,894 votes, and James Hawkins received 8,376,696 votes. There were 709,490 broker non-votes for each candidate.

Did IRMD shareholders approve the appointment of RSM US LLP as auditors for 2025?

Yes, shareholders overwhelmingly approved RSM US LLP as IRMD's independent registered public accounting firm for fiscal year 2025. The resolution received 11,775,729 votes in favor, with only 10,385 votes against and 1,399 abstentions.

How did IRMD shareholders vote on executive compensation in the June 2025 meeting?

Shareholders strongly approved the advisory resolution on executive compensation with 10,777,171 votes in favor (97.3% of votes cast), while 286,889 voted against and 13,963 abstained. There were 709,490 broker non-votes.

Who received the lowest shareholder support among IRMD's board nominees in 2025?

James Hawkins received the lowest shareholder support among board nominees with 8,376,696 votes in favor and 2,701,327 votes withheld, representing approximately 75.6% approval from voting shareholders (excluding broker non-votes).