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PRE 14A
STEREOTAXIS, INC. filed this Form PRE 14A on 03/28/2019
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(1) Amount represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Includes restricted share units granted in 2019 for services performed in 2018.
   
(2) 5,400 options were outstanding as of December 31, 2018, all of which were exercisable as of such date. 30,000 restricted share units vested January 2, 2019.
   
(3) 90,000 restricted share units were outstanding as of December 31, 2018, none of which were vested as of such date.
   
(4) 94,500 restricted share units were outstanding as of December 31, 2018, none of which were vested as of such date.
   
(5) 4,973 restricted stock units were outstanding as of December 31, 2018, none of which were vested as of such date. Mr. Levin was appointed to the Board June 4, 2018.
   
(6) 6,925 options were outstanding as of December 31, 2018, all of which were exercisable as of such date, and 30,000 restricted share units were outstanding as of December 31, 2018, none of which were vested as of such date.
   
(7) Mr. Middleton resigned from the Board of Directors on June 4, 2018.

 

PROPOSAL 1: ELECTION OF DIRECTORS

 

Under the Company’s bylaws, the number of directors of the Company may be fixed or changed from time to time by resolution of a majority of the Board of Directors, provided the number shall be no less than three and no more than fifteen. Currently, the Board has set the number of directors of the Company at nine. The directors are divided into three classes: Class I, Class II and Class III, each class to be as nearly equal in number as possible. The directors in each class are elected for a term of three years. Currently, there is one vacancy in Class I and one vacancy in Class II.

 

Shareholders are being asked to elect one director, Robert J. Messey, as a Class I director for a term of one year until the 2020 Annual Meeting of Shareholders, which is the remaining term of the Class I directors. Shareholders are also being asked to elect two directors, Ross B. Levin and Nathan Fischel, M.D., as Class III directors to serve until the 2022 Annual Meeting of Shareholders. The Board nominated Mr. Messey, Mr. Levin, and Dr. Fischel for election at the 2019 Annual Meeting of Shareholders upon the recommendation of the Nominating and Corporate Governance Committee. Each nominee currently is a director of our Company. Following the annual meeting if all nominated directors are elected, there will be a vacancy in one position of the Class II directors and a vacancy in one position of the Class III directors. Certain information with respect to the nominees for election is set forth above under the headings “Information about the Board of Directors” and “Board Meetings and Committees.” Proxies cannot be voted for a greater number of persons than the number of nominees named.

 

The Board does not contemplate that any of the nominees will be unable to stand for election, but should any nominee become unable to serve or for good cause will not serve; all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee recommended by our Board.

 

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