Electromed Inc

DEF 14A 1 elmd240999_sch14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrantþ

Filed by a Party other than the Registrant**☐**

Check the appropriate box:

ELECTROMED, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ELECTROMED, INC. 500 SIXTH AVE NW I NEW PRAGUE, MN 56071 I 952.758.9299 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, NOVEMBER 15, 2024

TO OUR SHAREHOLDERS:

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Electromed, Inc. (the “Company”) will be held on Friday, November 15, 2024 at 8:00 a.m. Central Time. This year’s Annual Meeting will be held as a completely “virtual meeting” of shareholders. We believe that a virtual Annual Meeting provides greater access to those who may want to attend and, therefore, have chosen this over an in-person meeting. You will be able to attend the Annual Meeting virtually, and vote and submit your questions during the Annual Meeting, via a live webcast by visitingwww.virtualshareholdermeeting.com/ ELMD2024. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon:

1. Election of the directors named in the accompanying proxy statement, thereby setting the number of directors at eight;

2. Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2025;

3. Approval, on a non-binding and advisory basis, of our executive compensation set forth in the accompanying proxy statement; and

Transaction of any other business properly brought before the meeting or any adjournment thereof.

The Board of Directors of the Company has fixed the close of business on September 18, 2024, as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. The stock transfer books of the Company will not be closed.

By order of the Board of Directors,

Kathleen S. Skarvan Chair of the Board

THE PROMPT SUBMISSION OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. YOU MAY VOTE BY MAIL, ONLINE OR BY PHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THE PROXY CARD, NOTICE OF INTERNET AVAILABILITY OR OTHER INSTRUCTIONS FROM THE HOLDER OF RECORD.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 15, 2024 The Notice and Proxy Statement, Annual Report on Form 10-K, and Shareholder Letter are available at

https://investors.smartvest.com/overview/default.aspx

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Electromed, Inc., a Minnesota corporation (the “Company”), for use at the 2024 Annual Meeting of Shareholders of the Company to be held on Friday, November 15, 2024 at 8:00 a.m. Central Time (the “Annual Meeting”), and at any adjournment or postponement thereof. This year’s Annual Meeting will be held as a completely “virtual meeting” of shareholders. You will be able to attend the Annual Meeting virtually and vote and submit your questions during the Annual Meeting, via a live webcast by visitingwww.virtualshareholdermeeting.com/ELMD2024.

This solicitation is being made by mail; however, the Company also may use its officers, directors, and employees (without providing them with additional compensation) to solicit proxies from shareholders in person or by telephone, facsimile, email, or letter. Distribution of this proxy statement and the proxy card, or a notice of internet availability, is expected to begin on or about October 1, 2024.

QUESTIONS**