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 25, 2011
STEREOTAXIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-50884 | 94-3120386 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri | 63108 | |
| (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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 25, 2011, Stereotaxis, Inc. (the “Company”) held its Annual Meeting of Stockholders. Stockholders were asked to consider and act upon:
| (1) | The election of three directors as Class I Directors to serve until the Company’s 2014 Annual Meeting; |
| (2) | A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2011; |
| (3) | A proposal to approve, by non-binding vote, executive compensation; and |
| (4) | A proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation. |
The votes for, withheld, against, abstentions, and broker non-votes, where applicable, for each matter are set out below.
| (1) | Election of Directors: |
| Name of Nominee |
Votes For | Votes Withheld | Votes Abstain | Broker Non-Votes | ||||||||||||
| David W. Benfer |
31,266,289 | 1,555,334 | 0 | 15,311,198 | ||||||||||||
| Michael P. Kaminski |
31,094,488 | 1,727,135 | 0 | 15,311,198 | ||||||||||||
| Eric N. Prystowsky, M.D. |
27,630,979 | 5,190,644 | 0 | 15,311,198 | ||||||||||||
| (2) | Proposal regarding ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2011: |
| Number of Votes For: |
47,698,748 | |||
| Number of Votes Against: |
376,173 | |||
| Number of Votes Abstain: |
57,900 | |||
| Number of Non-Votes: |
0 |
| (3) | Proposal to approve, by non-binding vote, executive compensation: |
| Number of Votes For: |
31,396,134 | |||
| Number of Votes Against: |
1,276,825 | |||
| Number of Votes Abstain: |
148,664 | |||
| Number of Non-Votes: |
15,311,198 |
| (4) | Proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation: |
| Number of Votes for 1 Year: |
17,939,945 | |||
| Number of Votes for 2 Years: |
113,840 | |||
| Number of Votes for 3 Years: |
14,682,007 | |||
| Number of Votes Abstain: |
85,831 | |||
| Number of Non-Votes: |
15,311,198 |
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 31, 2011 | By: | /s/ Daniel J. Johnston | ||
| Name: | Daniel J. Johnston | |||