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Stereotaxis (NYSE: STXS) holders back board, auditor and executive pay

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

Rhea-AI Filing Summary

Stereotaxis, Inc. reported the results of its May 14, 2026 Annual Meeting of Shareholders. A total of 97,477,538 common shares were entitled to vote, and Series A Convertible Preferred Stock carried 23,705,445 votes on an as-converted basis, for 121,182,983 total voting power. Quorum was achieved with 79,183,920 votes represented, about 65.34% of voting power.

Shareholders elected three Class I directors to serve until the 2029 annual meeting. David Benfer, Arun Menawat, and Myriam Curet each received between 49,544,105 and 52,711,903 votes for, with relatively low opposition. Shareholders also ratified Ernst & Young LLP as independent auditor for fiscal 2026 by 79,036,638 votes for versus 112,633 against and approved, on a non-binding basis, executive compensation with 52,143,334 votes for and 985,434 against.

Positive

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Negative

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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.
Common shares entitled to vote 97,477,538 shares Outstanding and entitled to vote at May 14, 2026 meeting
Series A preferred voting power 23,705,445 votes As-converted votes from Series A Convertible Preferred Stock
Total voting power 121,182,983 votes Combined common and Series A voting power at meeting
Votes represented (quorum) 79,183,920 votes Approximately 65.34% of outstanding voting power present
Auditor ratification votes for 79,036,638 votes For ratifying Ernst & Young LLP for fiscal 2026
Say-on-pay votes for 52,143,334 votes For approving executive compensation on advisory basis
Director support range 49,544,105–52,711,903 votes for Votes for three Class I director nominees
Annual Meeting of Shareholders financial
"On May 14, 2026, the Company held its Annual Meeting of Shareholders."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
quorum regulatory
"At the Annual Meeting, 79,183,920 votes were represented, constituting approximately 65.34% of the outstanding voting power and a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes regulatory
"Dr. Myriam Curet ... 22,582 ... 25,581,057 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.
non-binding vote regulatory
"A proposal to approve, by non-binding vote, executive compensation."
independent registered public accounting firm financial
"A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026;"
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.
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false 0001289340 0001289340 2026-05-14 2026-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 14, 2026

 

STEREOTAXIS, INC.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

(State or Other Jurisdiction of Incorporation)

 

001-36159   94-3120386
(Commission File Number)   (IRS Employer Identification No.)

 

710 North Tucker Boulevard, Suite 110, St. Louis, Missouri   63101
(Address of Principal Executive Offices)   (Zip Code)

 

(314) 678-6100

 

(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. ☐

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   STXS   NYSE American LLC

 

 

 

 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 14, 2026, the Company held its Annual Meeting of Shareholders. A total of 97,477,538 shares of common stock were outstanding and entitled to vote, and the holders of Series A Convertible Preferred Stock were entitled to an aggregate of 23,705,445 votes on an as-converted basis, resulting in total outstanding voting power of 121,182,983 votes. At the Annual Meeting, 79,183,920 votes were represented, constituting approximately 65.34% of the outstanding voting power and a quorum. Shareholders were asked to consider and act upon the following:

 

  (1) The election of three Class I directors to serve until the Company’s 2029 Annual Meeting;
     
 

(2)

 

 

(3)

A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and

 

A proposal to approve, by non-binding vote, executive compensation.

 

Proposal 1, the election of directors, was determined by a plurality of votes cast. The Board’s nominees for director were elected to serve until the Company’s 2029 Annual Meeting, consistent with the proposal, or until their respective successor is elected and qualified, by the votes set forth in the table below. Based on the voting results set forth below, each of Proposals 2 and 3 was approved.

 

(1) Election of Directors:

 

Name of Nominee   Votes For   Votes Against   Votes Abstain/Withheld   Broker Non-Votes
Mr. David Benfer   52,225,420   1,364,215   13,228   25,581,057
Dr. Arun Menawat   49,544,105   4,050,991   7,767   25,581,057
Dr. Myriam Curet   52,711,903   868,378   22,582   25,581,057



(2) Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026:

 

Number of Votes For:   79,036,638 
Number of Votes Against:   112,633 
Number of Votes Abstain:   34,649 

 

(3) Proposal to approve on an advisory basis, by non-binding vote, executive compensation:

 

Number of Votes For:   52,143,334 
Number of Votes Against:   985,434 
Number of Votes Abstain:   474,095 
Number of Broker Non-Votes:   25,581,057 

 

 
 

 

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.

 

  STEREOTAXIS, INC.
   
Date: May 15, 2026 By: /s/ Patricia S. Williams
  Name: Patricia S. Williams
  Title: Secretary

 

 

FAQ

What was the total voting power at Stereotaxis (STXS) 2026 annual meeting?

Total voting power at the Stereotaxis 2026 annual meeting was 121,182,983 votes. This combined 97,477,538 common shares entitled to vote and 23,705,445 votes from Series A Convertible Preferred Stock on an as-converted basis, defining the full pool of possible shareholder votes.

Did Stereotaxis (STXS) reach quorum at the May 14, 2026 shareholder meeting?

Yes, Stereotaxis reached quorum at the May 14, 2026 meeting. Votes represented totaled 79,183,920, equaling approximately 65.34% of the 121,182,983 total voting power, which satisfied quorum requirements for conducting official shareholder business and approving proposals.

Which directors were elected at Stereotaxis (STXS) 2026 annual meeting?

Shareholders elected three Class I directors: David Benfer, Arun Menawat, and Myriam Curet. Each nominee received strong support, with votes for ranging from 49,544,105 to 52,711,903, and relatively low votes against, ensuring their terms extend until the 2029 annual meeting.

Was the auditor ratified at the Stereotaxis (STXS) 2026 shareholder meeting?

Yes, shareholders ratified Ernst & Young LLP as Stereotaxis’ independent registered public accounting firm for fiscal year 2026. The ratification vote recorded 79,036,638 votes for, 112,633 votes against, and 34,649 abstentions, reflecting broad shareholder support for the auditor.

How did Stereotaxis (STXS) shareholders vote on executive compensation in 2026?

Shareholders approved Stereotaxis’ executive compensation on a non-binding advisory basis. The vote recorded 52,143,334 votes for, 985,434 votes against, 474,095 abstentions, and 25,581,057 broker non-votes, indicating a clear majority in favor of the company’s compensation practices.

Filing Exhibits & Attachments

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