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Iradimed (NASDAQ: IRMD) investors approve directors, auditor and pay

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Iradimed Corporation reported the results of its annual stockholder meeting. Stockholders elected Roger Susi, Monty Allen, Joe Kiani, Hilda Scharen-Guivel and James Hawkins to the board of directors. They also ratified RSM US LLP as independent auditor for the fiscal year ending December 31, 2026, and approved an advisory resolution on executive compensation.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Director election – Joe Kiani votes for 10,492,206 votes Election to board of directors
Director election – James Hawkins votes for 8,244,802 votes Election to board of directors
Auditor ratification votes for 11,355,891 votes RSM US LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 10,487,387 votes Advisory resolution on named executive officer compensation
Say-on-pay broker non-votes 759,594 votes Executive compensation advisory vote
Broker Non-Votes financial
"Name | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"RSM US LLP as Iradimed’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory resolution financial
"Stockholders approved an advisory resolution on the compensation"
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
named executive officers financial
"advisory resolution on the compensation of Iradimed’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Annual Meeting of Stockholders financial
"The Annual Meeting of Stockholders of Iradimed Corporation"
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Understanding 8-K Material Events →
0001325618FALSE00013256182026-06-242026-06-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
Date of report (Date of earliest event reported): June 24, 2026
IRADIMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-3653473-1408526
(Commission File Number)(IRS Employer Identification No.)
12705 Ingenuity Drive, Orlando, Florida
32826
(Address of principal executive offices)(Zip Code)
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 o
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. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading SymbolName of each exchange on which registered:
Common stock, par value $0.0001IRMDNASDAQ Global Market


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

The Annual Meeting of Stockholders of Iradimed Corporation (“Iradimed”) was held on Tuesday, June 23, 2026. 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, Joe Kiani, 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.
NameVotes ForVotes WithheldBroker Non-Votes
Roger Susi8,638,1781,972,758759,594
Monty Allen9,266,5491,344,387759,594
Joe Kiani10,492,206118,730759,594
Hilda Scharen-Guivel10,409,481201,455759,594
James Hawkins8,244,8022,366,134759,594

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, 2026, as set forth below.
Votes ForVotes AgainstAbstentions
11,355,8918,7165,923

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

Votes ForVotes AgainstAbstentionsBroker Non-Votes
10,487,387106,03017,519759,594




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.
IRADIMED CORPORATION
Date: June 24, 2026
By: /s/John Glenn
Name: John Glenn
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Iradimed (IRMD) stockholders vote on at the latest annual meeting?

Stockholders voted on electing five directors, ratifying RSM US LLP as the independent registered public accounting firm for the 2026 fiscal year, and approving an advisory resolution on compensation for named executive officers. All three proposals received the necessary support to pass.

Which directors were elected to Iradimed (IRMD)’s board and how long will they serve?

Stockholders elected Roger Susi, Monty Allen, Joe Kiani, Hilda Scharen-Guivel and James Hawkins. Each will serve until a succeeding annual meeting of stockholders or until a successor is duly elected and qualified, or earlier removal or resignation from the board under the company’s governance terms.

Did Iradimed (IRMD) stockholders ratify the company’s independent auditor?

Yes, stockholders ratified RSM US LLP as Iradimed’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The auditor ratification proposal received 11,355,891 votes for, 8,716 votes against and 5,923 abstentions, indicating strong stockholder support.

How did Iradimed (IRMD) investors vote on executive compensation (say-on-pay)?

Stockholders approved the advisory resolution on compensation of Iradimed’s named executive officers. The proposal received 10,487,387 votes for, 106,030 votes against, 17,519 abstentions and 759,594 broker non-votes, indicating broad but not unanimous support for the company’s executive pay practices.

When was Iradimed (IRMD)’s annual stockholder meeting held?

The annual meeting of stockholders was held on Tuesday, June 23, 2026. At this meeting, stockholders voted on the election of directors, ratification of the independent auditor for the 2026 fiscal year, and an advisory say-on-pay resolution for named executive officers.

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