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 |