DAXOR CORP
For the period ended Jun 6, 2025. Filed Jun 6, 2025.
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Jun 6, 2025 · Filed Jun 6, 2025
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DEF 14A 1 formdef14a.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 (Amendment No. )
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 |
(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. |
109 MECO LANE
OAK RIDGE, TN 37830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DAXOR CORPORATION (the “Company”) will be held at the offices of the Nasdaq Stock Exchange located at 4 Times Square, New York, New York 10036, on Tuesday, June 24, 2025 at 10:45 AM, Eastern Daylight Time. The Annual Meeting is being held for the following purposes, all of which are more particularly described in the accompanying Proxy Statement dated June 6, 2025:
| 1. | To elect a board of six directors, each to serve for a term of one year or until their successor shall have been duly elected and qualified. |
| 2. | To ratify the appointment of Bush & Associates, CPA as the independent registered public accounting firm for the Company for the year ending December 31, 2025. |
| 3. | To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
Our Board of Directors recommends a vote “FOR ALL NOMINEES” in Proposal 1, and “FOR” ratification of the appointment of Bush & Associates CPA, as the independent registered public accounting firm in Proposal 2.
Holders of record of our common stock at the close of business on May 19, 2025 are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. Shareholders are entitled to one vote per share.
| By | Order of the Board of Directors, |
| /s/ Robert J. Michel | |
| Robert J. Michel | |
| Corporate Secretary |
June 6, 2025
Whether or not you plan to attend the Annual Meeting in person, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be held on Tuesday, June 24, 2025.
This Proxy Statement and copies of the Company’s most recent Annual Report on Form N-CSR are available, without charge, to a stockholder upon request by calling (888) 774-3268 or writing Robert J. Michel at 109 Meco Lane, Oak Ridge, TN 37830, or at www.Daxor.com.
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| ABOUT THE MEETING | 1 | |
| What is the purpose of the Annual Meeting? | 1 | |
| Who is entitled to vote? | 1 | |
| What constitutes a quorum? | 1 | |
| How do I vote? | 1 | |
| Can I change my vote after I submit my proxy card? | 1 | |
| What are the Board’s recommendations? | 2 | |
| What is our policy with respect to Board member attendance at the Annual Meeting? | 2 | |
| COMMON STOCK AND EQUITY OWNERSHIP OF DIRECTORS | 2 | |
| PROPOSAL 1- ELECTION OF THE BOARD OF DIRECTORS | 2 | |
| Directors and Officers | 2 | |
| Board Leadership Structure | 4 | |
| Audit Committee | 5 | |
| Board’s Risk Oversight Role | 5 | |
| Qualifications of the Directors | 5 | |
| Board Compensation | 6 | |
| Required Vote | 6 | |
| Recommendation | 6 | |
| PROPOSAL 2- RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 7 | |
| Report of Audit Committee | 7 | |
| Fees Paid to Independent Auditor | 8 | |
| Required Vote | 8 | |
| Recommendation | 8 | |
| OTHER BUSINESS TO COME BEFORE THE MEETING | 9 | |
| CONTROL PERSONS | 9 | |
| ADDITIONAL INFORMATION | 10 | |
| Stockholder Proposals for the 2026 Annual Meeting | 10 | |
| Administrator and Principal Underwriters | 10 | |
| Cost and Methods of Solicitation of Proxies | 11 | |
| Householding | 11 | |
| Submission of Other Communications to the Board | 11 | |
PROXY STATEMENT
109 Meco Lane
Oak Ridge, TN 37830
The accompanying proxy is solicited by and on behalf of Daxor Corporation’s (“Daxor” or the “Company”) Board of Directors (the “Board”) for use at our Annual Meeting of Stockholders to be held at the offices of the Nasdaq Stock Exchange, located at 4 Times Square, New York, New York 10036, on Tuesday, June 24, 2025 at 10:45 AM EDT, or any adjournment or postponement thereof (“Annual Meeting”). Stockholders of record at the close of business on May 19, 2025 will be entitled to vote at the meeting. The Notice of Annual Meeting of Stockholders, this Proxy Statement and the accompanying proxy card are first being sent or given to stockholders on or about June 6, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.