Electromed Inc
For the period ended Nov 15, 2024. Filed Nov 18, 2024.
View on SEC.govAbout this filing
A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Nov 15, 2024 · Filed Nov 18, 2024
Use the contents to explore the available documents and sections.
Contents
Not Applicable
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.01 par value | ELMD | NYSE American LLC |
|---|---|---|
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On November 15, 2024, the Board of Directors (the “Board”) of Electromed, Inc. (the “Company”) approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to implement non-substantive and conforming changes, including adoption of gender-neutral pronoun designations.
The foregoing description is qualified by the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the annual meeting of shareholders of the Company held on November 15, 2024, the following proposals, each as described in further detail in the definitive proxy statement filed on October 1, 2024, were voted upon by our shareholders as set forth below:
| 1. | The following individuals designated by our Board as nominees for director were elected for a one-year term or until a successor has been elected and qualified, thereby setting the number of directors at eight, with voting as follows: |
| Name | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| James L. Cunniff | 5,150,638 | 12,400 | 1,211,826 |
| Stan K. Erickson | 5,060,675 | 102,363 | 1,211,826 |
| Gregory J. Fluet | 5,003,783 | 159,255 | 1,211,826 |
| Joseph L. Galatowitsch | 4,545,484 | 617,554 | 1,211,826 |
| Kathleen S. Skarvan | 5,050,697 | 112,341 | 1,211,826 |
| Andrew J. Summers | 5,067,572 | 95,466 | 1,211,826 |
| Kathleen A. Tune | 4,545,446 | 617,592 | 1,211,826 |
| Andrea M. Walsh | 5,058,924 | 104,114 | 1,211,826 |
| 2. | Our shareholders ratified the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025, with voting as follows: |
| For | Against | Abstain |
|---|---|---|
| 6,370,993 | 1,718 | 2,153 |
| 3. | Our shareholders approved, on a non-binding and advisory basis, our executive compensation, with voting as follows: |
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 4,645,654 | 486,736 | 30,648 | 1,211,826 |
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
| Exhibit Number | Description |
| 3.1 | Amended and Restated Bylaws, effective November 15, 2024 |
| 104 | Cover Page Interactive Data File (embedded in the cover page and formatted in inline XBRL) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.