Stereotaxis Inc

For the period ended Dec 31, 2023. Filed Apr 4, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 4, 2024

STXS$1.09+3.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Stereotaxis, 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 the appropriate box):
☒	No fee required.

☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

STEREOTAXIS, INC.

710 North Tucker Boulevard

Suite 110

(314) 678-6100

April 4, 2024

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders on Wednesday, May 15, 2024, at 10:00 a.m. (Central Daylight Time) at our Company headquarters at 710 North Tucker Boulevard, Suite 110, in St. Louis, Missouri 63101.

Details about the meeting are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in this proxy statement. We have also made a copy of our 2023 Annual Report on Form 10-K and this proxy statement available on the Internet. Whether or not you plan to attend the meeting, we encourage you to read our 2023 Annual Report and this proxy statement and to vote your shares.

Your vote is very important to us. Most shareholders hold their shares in street name through a broker and may vote by using the Internet, by telephone or by mail. If your shares are held in the name of a bank, broker, or other holder of record, you must present proof of your ownership, such as a bank or brokerage account statement, to be admitted to the meeting and if you plan to vote your shares in person at the meeting, you must obtain a proxy, executed in your favor, from your bank or broker. All shareholders must also present a form of personal identification in order to be admitted to the meeting.

On behalf of the entire Board, I thank you for your continued support and look forward to seeing you at the meeting.

Sincerely,

/s/ David L. Fischel

David L. Fischel

Chief Executive Officer and

Chairman of the Board

STEREOTAXIS, INC.

710 North Tucker Boulevard

Suite 110

(314) 678-6100

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 4, 2024

The Annual Meeting of Shareholders of Stereotaxis, Inc. will be held at our principal executive offices located at 710 North Tucker Boulevard, Suite 110; St. Louis, Missouri 63101, on Wednesday, May 15, 2024, at 10:00 a.m. (Central Daylight Time) for the following purposes:

1.	To elect one (1) Class II director to serve until the 2027 Annual Meeting and until, at the election of the Company, his successor is duly elected and qualified;
2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024;
3.	To approve an amendment to the Stereotaxis, Inc. 2022 Stock Incentive Plan (“2022 Stock Incentive Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 shares (“2022 Stock Incentive Plan Amendment”);
4.	To approve an amendment to the 2022 Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock authorized for issuance thereunder by 250,000 shares (“ESPP Amendment”); and
5.	To transact such other business as may properly come before the meeting.

The Board of Directors fixed Monday, March 18, 2024, as the date of record for the meeting, and only shareholders of record at the close of business on that date will be entitled to vote at the meeting or any adjournment thereof.

We began sending to all shareholders of record a Notice of Internet Availability of Proxy Materials on April 4, 2024. Please note that our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, is available for viewing on the Internet. Please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail.

By Order of the Board of Directors,

STEREOTAXIS, INC.

/s/ Laura Spencer Garth

Laura Spencer Garth

Secretary

St. Louis, Missouri

April 4, 2024

IMPORTANT NOTICE

Please Vote Your Shares Promptly

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	4
INFORMATION ABOUT THE BOARD OF DIRECTORS	7
CORPORATE GOVERNANCE INFORMATION	9
BOARD MEETINGS AND COMMITTEES	12
DIRECTOR COMPENSATION	14
EXECUTIVE COMPENSATION	15
Executive Compensation Summary and Analysis	15
Summary Compensation Table	18
Outstanding Equity Awards at Fiscal Year-End	19
Pay versus Performance	20
Securities Authorized for Issuance under Equity Compensation Plans	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
REPORT OF AUDIT COMMITTEE	24
PROPOSAL 1: ELECTION OF DIRECTORS	25
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	25
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE STEREOTAXIS, INc. 2022 STOCK INCENTIVE PLAN	26
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE 2022 EMPLOYEE STOCK PURCHASE PLAN	30
PRINCIPAL ACCOUNTING FEES AND SERVICES	34
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	35
DELINQUENT SECTION 16(a) REPORTS	35
GENERAL INFORMATION	35
APPENDIX A	A-1
APPENDIX B	B-1

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