Sensus Healthcare Inc
For the period ended May 27, 2025. Filed Apr 29, 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.
May 27, 2025 · Filed Apr 29, 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 | ☐ |
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 |
SENSUS HEALTHCARE, INC. __________________________________________________________________ (Exact 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 |
2025 Annual Meeting
of Stockholders
The accompanying proxy materials are being made available beginning on or around May 2, 2025 to all stockholders entitled to vote. Sensus Healthcare’s Annual Report on Form 10-K for the year ended December 31, 2024, which includes our financial statements, accompanies this Proxy Statement.
| Notice of Annual Meeting of Stockholders | |
|---|---|
| Time and Date 9:00 a.m., Eastern Time, on Tuesday, May 27, 2025 Place Boca Raton Marriott at Boca Center 5150 Town Center Circle Boca Raton, FL 33486 Record Date You can vote your shares if you were a stockholder of record at the close of business on April 10, 2025. Financial Statements The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 accompanies this Proxy Statement. The Form 10-K includes the Company’s audited financial statements and notes for the year ended December 31, 2024, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. | Items of Business 1) To elect one Class I director to serve for a three-year term expiring at the 2028 Annual Meeting of Stockholders; 2) To approve the amendment of our 2017 Incentive Plan to extend the term of such Plan and to increase the number of shares that may be issued under such Plan; 3) To approve, on an advisory basis, the compensation of the named executive officers identified in the Summary Compensation Table in the Proxy Statement; 4) To ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP as our independent registered public accounting firm for the year ending December 31, 2025; and 5) To transact other business properly coming before the meeting or any postponement or adjournment of the meeting. |
Voting
Even if you plan to attend the Meeting, please vote your shares in one of the following ways as soon as possible:
Follow the instructions on the proxy card to vote online;
Use the toll-free number on the proxy card to vote telephonically; or
Mark, sign, date, and return the proxy card, or the voting instruction form you receive from your broker, trustee, or other nominee.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 27, 2025. The Proxy Statement and the Annual Report are available at:www.proxyvote.com.
| Sincerely, | |
| April 29, 2025 | Michael Sardano |
|---|---|
| Boca Raton, Florida | President, General Counsel and Corporate Secretary |
Table of Contents
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
| Proxy Statement | 1 |
| Voting Information | 1 |
| Proposal 1 — Election OF Directors | 2 |
| Corporate Governance; OUR BOARD AND COMMITTEES | 6 |
| Certain Relationships and Related Party Transactions | 10 |
| Executive Officers | 12 |
| Executive Compensation | 12 |
| PROPOSAL 2 — APPROVAL OF AMENDMENT OF OUR 2017 INCENTIVE PLAN | 19 |
| PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 26 |
| Audit Committee Matters | 27 |
| Proposal 4 — Ratification of Appointment of Independent Public Accounting Firm | 30 |
| Security Ownership of Certain Beneficial Owners and Management | 31 |
| Section 16(A) Beneficial Ownership Reporting Compliance | 32 |
| EQUITY COMPENSATION PLAN INFORMATION | 32 |
| PAY VERSUS PERFORMANCE | 33 |
| General Information About Our Meeting | 36 |
| Other Matters | 37 |
| APPENDIX A — SENSUS HEALTHCARE INC. 2017 INCENTIVE PLAN, AS AMENDED AND RESTATED | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.