Stereotaxis, Inc.
For the period ended Apr 4, 2025. Filed Apr 4, 2025.
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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.
Apr 4, 2025 · Filed Apr 4, 2025
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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 ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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. |
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| ☐ | 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
St. Louis, Missouri 63101
(314) 678-6100
April 4, 2025
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders on Thursday, May 15, 2025, 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 2024 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 2024 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 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
St. Louis, Missouri 63101
(314) 678-6100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 4, 2025
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 Thursday, May 15, 2025, at 10:00 a.m. (Central Daylight Time) for the following purposes:
| 1. | To elect two (2) Class III directors to serve until the 2028 Annual Meeting and until, at the election of the Company, his or her 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 2025; and |
| 3. | To transact such other business as may properly come before the meeting. |
The Board of Directors fixed Monday, March 17, 2025, 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, 2025. Please note that our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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/ Patricia S. Williams
Secretary
St. Louis, Missouri
April 4, 2025
IMPORTANT NOTICE
Please Vote Your Shares Promptly
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 5 |
|---|---|
| INFORMATION ABOUT THE BOARD OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE INFORMATION | 11 |
| BOARD MEETINGS AND COMMITTEES | 14 |
| DIRECTOR COMPENSATION | 17 |
| EXECUTIVE COMPENSATION | 18 |
| Executive Compensation Summary and Analysis | 18 |
| Summary Compensation Table | 21 |
| Outstanding Equity Awards at Fiscal Year-End | 22 |
| Pay versus Performance | 23 |
| Securities Authorized for Issuance under Equity Compensation Plans | 25 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 |
| REPORT OF AUDIT COMMITTEE | 27 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 28 |
| PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 28 |
| PRINCIPAL ACCOUNTING FEES AND SERVICES | 29 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 30 |
| DELINQUENT SECTION 16(a) REPORTS | 30 |
| GENERAL INFORMATION | 30 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.