PRELIMINARY PROXY MATERIALS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION (Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant xý
Filed by a party other than the Registrant o
Check the appropriate box:
ýPreliminary Proxy Statement
o
o
Confidential, for Use of the Commission Only (as Permittedpermitted by Rule 14a-6(e) 14a–6(e)(2))
oDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to Section 240.14a-12
boviecolorhighresolution.jpg
BOVIE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
ýNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  
o Definitive Proxy Statement
(1)		 Title of each class of securities to which transaction applies:
  
o Definitive Additional Materials
(2)		 Aggregate number of securities to which transaction applies:
  
o Soliciting Material Pursuant to  Rule 14a-11(c) or Rule 14a-12
(3)		 Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount previously paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:



EXPLANATORY NOTE

On July 28, 2017 Bovie Medical Corporation (the "Company") filed a Proxy Statement on Schedule 14A, which was inadvertently coded as a Definitive Proxy Statement (the "Definitive Proxy"). The Company is filing this Preliminary Proxy Statement on Schedule 14A (the "Preliminary Proxy") to correct the filing of the Definitive Proxy, which should have been coded as a Preliminary Proxy Statement on Schedule 14A. Other than this Explanatory Note, this Preliminary Proxy and the Definitive Proxy are identical.





BOVIE MEDICAL CORPORATION
4 Manhattanville Road, Suite 106
Purchase, New York 10577

(Name of the 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):

x No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

1. Title of each class of securities to which transaction applies: _____

2. Aggregate number of securities to which transaction applies: _________

3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ____________

4. Proposed maximum aggregate value of transaction: ______________

5. Total fee paid: _______________________________
o Fee paid previously with preliminary materials

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

2. Form, Schedule or Registration Statement No.:

3. Filing Party:

4. Date Filed:

PRELIMINARY PROXY MATERIALS

Bovie Medical Corporation
7100 30th Avenue North
St. Petersburg, FL 33710
September 15, 2007

Re:Notice of Annual Meeting and Proxy StatementNOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

On behalf of your Board of Directors and Management,of Bovie Medical Corporation (the “Company”), you are cordially invited to attend the 2017 Annual Meeting of Common Stockholders to be held on October 30, 2007September 14, 2017 at 5:10:00 P.M.a.m. Eastern Daylight SavingsStandard Time at the Holiday Inn, 215 Sunnyside Blvd, Plainview, New York 11803 (Exit 46 off the Long Island Expressway).Company's office located at 5115 Ulmerton Road, Clearwater, Florida 33760, Telephone No. (727) 384-2323.

Information Concerning Solicitation and Voting

The Board of Directors is soliciting proxies for the 20072017 Annual Meeting of Stockholders to be held on October 30, 2007.September 14, 2017. This Proxy Statement contains information for you to consider when deciding how to vote on the matters brought before the meeting.

Voting materials, which include the Proxy Statement, Proxy Card and the 20072016 Annual Report on Form 10-K, are being mailed to stockholders on or about September 15, 2007.August 8, 2017. The Executive facilitiesexecutive office of our Company areis located at 734 Walt Whitman4 Manhattanville Road, Suite 207, Melville, NY 11747,106, Purchase, New York 10577, telephone number 631-421-5452.(914) 468-4069.

At the meeting, stockholders will be asked to:

1.Elect Bovie’ssix (6) directors to the Board of Directors;Directors of the Company to serve until the 2018 Annual Meeting of Stockholders;
2.Ratify Frazier & Deeter, LLC as independent registered public accounting firm for the selection of Bovie’s independent auditorsCompany for 2007;the fiscal year ending December 31, 2017;
3.Ratify and approveApprove a non-binding advisory resolution supporting the compensation of our named executive officers;
4.Approve the Company’s 2017 Share Incentive Plan;
5.Approve an amendment to ourthe Company’s 2003 ExecutiveCertificate of Incorporation to increase the authorized number of shares of the Company’s common stock, having a par value of $.001 per share (“Common Stock”), from Forty Million (40,000,000) shares to Seventy-Five Million (75,000,000) shares of Common Stock; and Employee Stock Option Plan;
4.Ratify and approve our prior issuance in 2005 of restricted stock options to executive officers, directors, key employees and selected consultants.
5.6.Transact such other business that may properly come before the meeting.

All stockholders are invited to attend the meeting. The close of business on September 4, 2007August 8, 2017 is the record date for determining stockholders entitled to vote at the Annual Meeting. Consequently, only stockholders whose names appear on our books as owning our Common Stock at the close of business on September 4, 2007August 8, 2017 will be entitled to notice of, and to vote at, the Annual Meeting and adjournment or postponement thereof.

PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE PROXY IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING.
By orderYour vote is important to us. Please complete, sign, date and promptly return the proxy card in the enclosed envelope, so that your shares will be represented whether or not you attend the annual meeting. Returning a proxy card will not deprive you of your right to attend the board of directors

/s/ Andrew Makrides 
PRESIDENT AND CHIEF EXECUTIVE OFFICER

September 15, 2007

meeting and vote your shares in person.
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PRELIMINARY PROXY MATERIALS
PROXY STATEMENT

BOVIE MEDICAL CORPORATION
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PRELIMINARY PROXY MATERIALS
CONTENTS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD SEPTEMBER 14, 2017:
THIS NOTICE OF ANNUAL MEETING, PROXY STATEMENT, PROXY CARD AND REPORT ON FORM 10-K FOR THE PERIOD ENDING DECEMBER 31, 2016 IS AVAILABLE AT www.boviemed.com. CLICK ON THE BUTTON 'Investor Relations'.
Page
ABOUT THE ANNUAL MEETING5
  
ANNUAL REPORTBy order of the Board of Directors8
  
STOCK OWNERSHIPDated: August 8, 20178/s/ Andrew Makrides
  
MANAGEMENTAndrew Makrides9
  
MEETINGS OF THE BOARD OF DIRECTORS10
Chairman of the Board of Directors 
DIRECTORS' COMPENSATION11
EXECUTIVE COMPENSATION11
BENEFICIAL OWNERSHIP OF SECURITIES15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS14
PRINCIPAL ACCOUNTANT FEES AND SERVICES
OTHER BUSINESS18
PROPOSAL ONE: ELECTION OF DIRECTORS20
PROPOSAL TWO: RATIFACTION OF SELECTION OF AUDITORS
21
PROPOSAL THREE: (A) RATIFY PROPOSED AMENDMENT OF 2003 EXECUTIVE AND EMPLOYEE STOCK OPTION PLAN and
22
(B) APPROVE THE GRANT IN JANUARY AND MARCH 2007 OF OPTIONS TO PURCHASE 65,000 SHARES.
 22
PROPOSAL FOUR: RATIFY AND APPROVE THE PRIOR GRANT OF 442,500 RESTRICTED STOCK OPTIONS TO EXECUTIVE OFFICERS, DIRECTORS, KEY EMPLOYEES AND CONSULTANTS IN 2005.
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PROXY STATEMENT
BOVIE MEDICAL CORPORATION
Information Concerning Solicitation and Voting

Our Board of Directors is soliciting proxies for the 20072017 Annual Meeting of Stockholders to be held at 5:10:00 pma.m. Eastern Daylight SavingsStandard Time on October 30, 2007.September 14, 2017 at the Company's office located at 5115 Ulmerton Road, Clearwater, Florida 33760. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting.

Voting materials, which include the Proxy Statement, Proxy Card and the 2006our 2016 Annual Report on Form 10-K, are being mailed to stockholders on or about September 15, 2007. The Executive facilities of our Company areAugust 8, 2017. Our executive office is located at 734 Walt Whitman4 Manhattanville Road, Suite 207 Melville, NY 11747.106, Purchase, New York 10577.

Bovie will bear the expense of soliciting proxies. We estimate that the cost of solicitation of proxies will be approximately $30,000 to be incurred solely by Bovie. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

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PRELIMINARY PROXY MATERIALS

ABOUT THE ANNUAL MEETING

WHO IS SOLICITATINGSOLICITING YOUR VOTE?

The Board of Directors of Bovie Medical Corporation ("Bovie"(the "Company") is soliciting your vote at the 2017 Annual Meeting of Bovie's common stockholders being held at 5:10:00 pma.m. Eastern Daylight SavingsStandard Time on October 30, 2007.September 14, 2017, at the Company's office located at 5115 Ulmerton Road, Clearwater, Florida 33760, Telephone No. (727) 384-2323.

WHAT WILL YOU BE VOTING ON?

(1) Election of Bovie'ssix (6) directors to the Board of Directors,Directors; (2) Ratification of KingeryFrazier & Crouse, PA,Deeter, LLC, as Bovie's auditors for 2007; To approvethe fiscal year ending December 31, 2017; (3) Approval of a non-binding advisory resolution supporting the compensation of our named executive officers; (4) Approval of the Company’s 2017 Share Incentive Plan; (5) Approval of an amendment to ourthe Company’s 2003 ExecutiveCertificate of Incorporation to increase the authorized number of shares of the Company’s common stock, having a par value of $.001 per share (“Common Stock”), from Forty Million (40,000,000) shares to Seventy-Five Million (75,000,000) shares of Common Stock; and Employee Stock Option Plan; To ratify and approve managements issuance in May 2005 of restricted stock options to executive officers, directors, key employees and selected consultants.(6) any other matters which may properly come before the meeting.

HOW MANY VOTES DO YOUSTOCKHOLDERS HAVE?

You will have one vote for every share of the Company's common stockCommon Stock you owned of record on September 4, 2007August 8, 2017 (the record date)."Record Date"), inclusive of the holders of the Company's Series B Convertible Preferred Stock on an as-converted basis. Each share of Series B Convertible Preferred Stock is convertible into two (2) shares of Common Stock.

HOW MANY VOTES CAN BE CAST BY ALL COMMON STOCKHOLDERS?

One vote for eachEach outstanding share of Common Stock which was outstanding on the Record Date, inclusive of the holders of the Company's outstanding sharesSeries B Convertible Preferred Stock on an as-converted basis, is entitled to one vote. The Common Stock, and the holders of common stock which were outstandingthe Company's Series B Convertible Preferred Stock on the record date. The common stockan as-converted basis, will vote as a single class on all matters scheduled to be voted on at the Annual Meeting. There is no cumulative voting.

HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?

A majority of the votes that can be cast, or a minimumoutstanding shares of __________ votes must be presentCommon Stock entitled to vote (inclusive of shares of the Company's Series B Convertible Preferred Stock on an as-converted basis) represented in person or by proxy in order to hold the meeting.constitute a quorum. Abstentions and broker non-votes will count for purposes of determining whether a quorum exists, but not for voting purposes.



HOW MAY I VOTE MY SHARES?

You can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting;Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting.

(a) How may I vote my shares in person at the meeting?

If your shares are registered directly in your name with our transfer agent, Manhattan Transfer Registrar Co., on the Record Date, you are considered, with respect to those shares, the shareownerstockholder of record, and the proxy materials and proxy card are being sent directly to you by Bovie Medical Corp.the Company. As the shareownerstockholder of record, you have the right to vote in person at the meeting. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Annual Meeting. Since you are a beneficial owner and not the shareownerstockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy”"legal proxy" from the broker, trustee or nominee that holds your shares in its name, giving you the right to vote the shares at the meeting.

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PRELIMINARY PROXY MATERIALS

(b)How can I vote my shares without attending the meeting?

Whether you hold shares directly as a registered shareownerstockholder of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to you stockholderyour broker or nominee. In most cases, you will be able to do this by telephone, by using the internetInternet or by mail. Please refer to the summary instructions included with proxy materials and on your proxy card. For shares held in street name, the voting instruction card will be included in the materials forwarded by stockholderthe broker or nominee. If you have telephone or internetInternet access, you may submit your proxy by following the instructions with your proxy materials and on your proxy card. You may submit your proxy by mail by signing your proxy card or, for shares held in street name, by following the voting instructions with your proxy materials and on your proxy card. You may submit your proxy by mail by signing your proxy card or, for shares held in street name, by following the voting instruction card included in the materials forwarded by your stockbroker or nominee and mailing it in the enclosed, postage paid envelope. If you provide specific voting instructions, your shares will be voted as you have instructed.

WHAT ARE "BROKER NON-VOTES"?

Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the rules and interpretations of the New York Stock Exchange ("NYSE"), "non-routine" matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, election of directors (even if not consented) and executive compensation.

HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL?

For Proposal One, each of the six (6) nominees for director receiving a majority of the votes cast by stockholders present in person or represented by proxy at the meeting will be elected (A majority of votes cast means that the number of votes cast "for" a director must exceed the number of votes cast "against" that director.). A proxy marked "withhold" with respect to the election of a director will not be voted as to the director indicated, but will be counted for purposes of determining whether there is a quorum. Broker non-votes will not affect the outcome of the vote on this matter.
For Proposal Two, an affirmative vote of the majority of the votes cast by stockholders present in person or represented by proxy at the meeting is required to approve the ratification of the appointment of Frazier & Deeter, LLC as our independent registered public accounting firm for its fiscal year ending December 31, 2017.


For Proposal Three, an affirmative vote of the majority of the votes cast by stockholders present in person or represented by proxy at the meeting is required to approve, on an advisory basis, the compensation of our Named Executive Officers as described in this proxy statement. In the case of Proposal Three, the advisory votes with respect to executive compensation will neither be binding on the Company or Board of Directors, nor will they create or imply any change in the fiduciary duties of or impose any additional fiduciary duties on, the Company or the Board of Directors. However, the Board of Directors values the opinions expressed by the stockholders in this advisory vote and will consider the outcome of this vote in determining its compensation policies. Abstentions and broker non-votes are counted to determine whether a quorum is present at the meeting but are not counted as a vote in favor of or against a particular matter.
For Proposal Four, an affirmative vote of the majority of the votes cast by stockholders present in person or represented by proxy at the meeting is required to approve the 2017 Share Incentive Plan;
For Proposal Five, an affirmative vote of the majority of the issued and outstanding shares of Common Stock (inclusive of the Series B Convertible Preferred Stock on an as-converted basis) is required to approve an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock from Forty Million (40,000,000) shares to Seventy-Five Million (75,000,000) shares of Common Stock.

WHAT IS THE QUORUM REQUIREMENT?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 31,002,832 shares of common stock issued and 30,859,753 outstanding and entitled to vote and 3,588,139 shares authorized and 975,639 shares of the Company's Series B Convertible Preferred Stock issued and outstanding of which 3,000,677 shares are entitled to vote. Thus, the holders of 16,930,216 shares of voting stock must be present in person or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares of voting stock present at the meeting in person or represented by proxy may adjourn the meeting to another date.

CAN YOU CHANGE YOUR VOTE?VOTE?

(a) Can a shareholderstockholder change his vote?

Yes. Any registered shareholderstockholder who voted by proxy or in person may change his or her vote at any time before recording the votes on the date of the Annual Meeting.

(b)How can I change my vote after I return my proxy card?

Provided you are the shareownerstockholder of record or have legal proxy from your nominee, you may revoke your proxy and change your vote at any time before the final vote at the meeting. You may do this by signing and submitting a new proxy card bearing a later date, or by attending the meeting and voting in person. Attending the meeting will not revoke your proxy unless you specifically request it.

WHAT IF YOU DO NOT VOTE FOR SOME OF THE MATTERS LISTED ON YOUR PROXY?

If you return a signed proxy without indicating your vote for some or all of the proposals, your shares will be voted "FOR" eachthe Board's nominees for director, "FOR" the ratification of Frazier & Deeter, LLC, "FOR" the approval of the proposals listed onnon-binding advisory resolution supporting the compensation of our named executive officers, “FOR” the approval of the 2017 Share Incentive Plan, “FOR” the approval of the amendment to the Company’s Certificate of Incorporation, and in the proxy for which you failholder's best judgment as to vote.
any other matters raised at the Annual Meeting.

WHAT IF YOU VOTE "ABSTAIN"ABSTAIN""?

A vote to "abstain" on any matter indicates that your shares will not be voted for such matter and will have the effect of a vote against the proposal. Abstentions are considered as being present for quorum purposes.



CAN YOUR SHARES BE VOTED IF YOU DO NOT RETURN YOUR PROXY AND DO NOT ATTEND THE ANNUAL MEETING?
That depends upon whether the shares are registered in your name or your broker's name ("street name"). If you do not vote your shares held in street name, your broker can vote your shares on any of the matters scheduled to come before the meeting.

If you do not vote yourA broker non-vote occurs when a nominee holding shares held in your broker's name, or "street name", and your broker or its representativefor a beneficial owner does not vote them,on a particular proposal because the votes will be broker non votes, which willnominee does not have no effect ondiscretionary voting power for that particular item, and has not received instructions from the votebeneficial owner. Broker non-votes count for any matter scheduled to be considered at the Annual Meeting. If you fill out and sign the proxy cardquorum purposes but give no direction, your shares will be voted “for” the proposals.not for voting purposes.

If you do not attend and vote your shares which are registered in your name or if you do not otherwise fill out the proxy card and vote by proxy, your shares will not be voted.
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PRELIMINARY PROXY MATERIALS

COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
We do not know of any other matters that will be considered at the Annual Meeting. If a stockholder proposal that was excluded from this proxy statement is otherwise properly brought before the meeting, we will vote the proxies against that proposal. If any other matters arise at the Annual Meeting, the proxies will be voted at the discretion of the proxy holders.
WHAT HAPPENS IF THE MEETING IS POSTPONED OR ADJOURNED?

Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is actually voted.

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PRELIMINARY PROXY MATERIALS

WHAT IS HOUSEHOLDING OF ANNUAL REPORTMEETING MATERIALS?

The Company has included herewith aSome banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statement and annual reports. This means that only one copy of its Annual Report forour proxy statement and annual report to Stockholders may have been sent to multiple Stockholders in your household. We will promptly deliver a separate copy of either document to you if you contact the fiscal year ended December 31, 2006 ("2006 Annual Report"). AdditionalSecretary at the following address or telephone number: 4 Manhattanville Road, Suite 106, Purchase, New York 10577, telephone number (914) 468-4069. If you want to receive separate copies of the 2006 Annual Reportproxy statement or the annual report to Stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may be obtained by stockholders without charge by writingcontact the Company at the above address or telephone number.

DO STOCKHOLDERS HAVE DISSENTER'S RIGHTS?

Stockholders are not entitled to dissenter's rights of appraisal with respect to any of the proposals being voted on.



PROPOSAL ONE

ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

The Governance and Nominating Committee has nominated six (6) persons consisting of John Andres, Michael Geraghty, Robert L. Gershon, Andrew Makrides, President, atJ. Robert Saron and Lawrence J. Waldman, each a current Director, for re-election to the Company's New York offices at 734 Walt Whitman Road, Melville, NY 11747. Any written request shall set forth a good faith representation thatBoard of Directors.

Each director serves from the person makingdate of his or her election until the requestnext annual meeting of stockholders and until his successor is a beneficial ownerduly elected and qualified. The accompanying proxy card will be voted in favor of the securities of Boviepersons named above to serve as directors, unless the Stockholder indicates to the contrary on the proxy card. See "Information Regarding Executive Officers and entitledDirectors" for biographical information as to vote as of September 4, 2007, the record date.each nominee.

ConfidentialityTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL 1 TO ELECT AS DIRECTORS THE SIX NOMINEES PROPOSED BY THE GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS.

It is the Company's policy that all proxies, ballots and voting materials that identify the particular voteInformation Regarding our Board of a stockholder are kept confidential, except in the following circumstances:
·to allow the election inspector appointed for our Annual Meeting to certify the results of the vote;
Directors

·as necessary to meet applicable legal requirements, including the pursuit or defense of a judicial action;

·where we conclude in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots, or votes, or as to the accuracy of the tabulation of such proxies, ballots, or votes;

·where a stockholder expressly requests disclosure or has made a written comment on a proxy;

·where contacting stockholders by us is necessary to obtain a quorum, the names of stockholders who have or have not voted (but not how they voted) may be disclosed to us by the election inspector appointed for the Annual Meeting;

·aggregate vote totals may be disclosed to usOur Certificate of Incorporation and Bylaws provide for our Company to be managed by or under the direction of the Board of Directors. Under our Certificate of Incorporation and Bylaws, the number of directors is fixed from time to time and publicly announced at the meeting of stockholders at which they are relevant; and in the event of any solicitation of proxies with respect to any of our securities by a person other than us of which solicitation we have actual notice.
STOCK OWNERSHIP

We encourage stock ownership by our directors, officers and employees to align their interests with the interests of stockholders. Management also offers incentives and fosters stock ownership by all of its employees through stock option grants or restricted stock awards. Management further believes that this policy, which has in the past played a significant role in the progress of our company, will lead to further beneficial returns for its stockholders.
BOARD OF DIRECTORS

Director Selection

Bovie does not have any standing nominating committee or compensation committee. The Board has determined that to have the independent directors also acting as audit, compensation and nominating committee would place and undue financial burden on the Company to adequately compensate those directors. For the independent directors to be required to act in those capacities would tend to discourage future independent directors from joining the Board. All candidates for the office of director are determined by the Board of Directors. Given Bovie's present size and organizationThe maximum number of directors permitted is currently fixed at nine, and the increasing participationnumber of directors constituting the entire Board is currently six. The Board currently has three members who have been determined to be "independent" as defined by the applicable rules of the NYSE MKT Market and the Securities and Exchange Commission. These "independent" directors are Michael Geraghty, John Andres and Lawrence J. Waldman. Our Common Stock is listed on the NYSE MKT Market under the symbol "BVX".

The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling and direction to our management. Our Board of Directors meets on a regular basis and additionally as required. Written or electronic materials are distributed in advance of meetings as a general rule and our Board of Directors schedules meetings with, and presentations from, members of our senior management on a regular basis and as required.

Directors are elected at the Annual Meeting of Stockholders and hold office until our next Annual Meeting and until their successors are elected and qualified. Officers are appointed by the Board of Directors and serve at the pleasure of the Board in matters relating to expansion of markets for Bovie's business, developmentDirectors.

The Board of new technologiesDirectors held ten (10) meetings and allocationacted by unanimous written consent three (3) times during the 2016 fiscal year. All of resources, attention has not previously been given to the formationdirectors attended 100% of nominating or compensation committees. Each memberthe meetings of the Board of Directors participates inand of the considerationcommittees on which they served, except J. Robert Saron was absent from one (1) meeting of potential director nominees. Thethe Board of Directors. While we encourage all members of the Board of Directors consiststo attend Annual Meetings of seven members, fourStockholders, there is no formal policy as to their attendance.

Legal Proceedings Involving Directors

There were no legal proceedings involving the nominees to the Board of which qualify asDirectors in the past ten years.

Board Leadership Structure

The independent directors appointed Lawrence J. Waldman as such terms are defined under the rulesLead Independent Director. The Lead Independent Director is appointed by the Board and is responsible for coordinating the activities of the American Stock Exchange.independent directors and coordinating with the Chief Executive Officer of the Company to set agendas for Board meetings and chair executive sessions of the independent directors. The Lead Independent Director is also responsible for meeting, from time to time, with the Company's Compensation Committee to discuss the Chief Executive Officer's performance.


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The Company's Corporate Governance Policies also contain several features which the Company believes will ensure that the Board maintains effective and independent oversight of management, including the following:

PRELIMINARY PROXY MATERIALS
Executive sessions without management and non-independent directors present are a standing Board agenda item. Executive sessions of the independent directors are held at any time requested by an independent director and, in any event, are held in connection with at least 100% of regularly scheduled Board meetings.
The Board regularly meets in executive session with Mr. Gershon without other members of Directorsmanagement present.
All Board committee members are independent directors. The committee chairs have authority to hold executive sessions without management and non-independent directors present.

The Board has not adopted anyno formal policy codewith respect to separation of the positions of Chairman and CEO or charter for its nominating process, but in keepingwith respect to whether the Chairman should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time. On December 13, 2013, Andrew Makrides resigned from his position as Chief Executive Officer of the Company and Robert L. Gershon was appointed as Chief Executive Officer of the Company. Mr. Gershon is tasked with the current legislative environment intendsresponsibility of implementing our corporate strategy, and we believe he is best suited for leading discussions, at the Board level, regarding performance relative to establish, where practicableour corporate strategy, and necessary,this discussion accounts for a nomination policy. Givensignificant portion of the sizetime devoted at our Board meetings.

Risk Management Oversight

The Board believes that risk management is an important component of the Company's corporate strategy. While we assess specific risks at our committee levels, the Board, as a whole, oversees our risk management process, and discusses and reviews with management major policies with respect to risk assessment and risk management. The Board is regularly informed through its interactions with management and committee reports about risks we face in the course of our Companybusiness. Our Audit Committee also takes an active role in risk assessment and Board of Directors it is presently impractical for the independent director set on a number of committees and be adequately compensated. Furthermore, Management believes that based on the aforesaid facts, future independent candidates for directors may become disinclined to accept the position as director. Presently, the Board considers candidates and especially skills and qualities of a potential director nominee with experience and expertise in the areas of finance, management and business as desirable qualities in a potential director nominee. The Board will consider nominees provided by a qualified security holder or holders representing at least 5% of Bovie's outstanding common stock, and that such shares were owned by the security holder making the nomination at least one year prior to the nomination. See Other Business elsewhere in this proxy statement.risk management.

Management
INFORMATION REGARDING EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES

The following table sets forth certain information asthe names, ages and positions within the Company of the record date, regarding each of theour directors, director nominees, executive officers and directors of the Company. The Company's Executive Officers and directors are as follows:key employees.

Name of NomineeAgeBoard Independence PositionDirector Since
Andrew Makrides75No Chairman of the BoardDecember, 1982
Robert L. Gershon President, CEO, Director50 
Moshe CitronowiczExecutive Vice-President
No Chief OperatingExecutive Officer—
and Director
J. Robert Saron Director and President of64 August, 1994
No Aaron Medical Industries, Inc.President, Chief Sales and Marketing Officer and Director
Jay D. Ewers 
56 N/A Chief Financial Officer, Treasurer and Secretary
Gary PickettJack McCarthy Principal Accounting Officer (CFO)51 —
N/A Chief Commercialization Officer
Moshe Citronowicz 64N/ASenior Vice President
George W. Kromer, Jr.Lawrence J. Waldman70Yes DirectorOctober, 1995
Michael Geraghty 70 
Randy RossiYes DirectorAugust, 2004
John Andres 59 
Michael NormanYes DirectorAugust, 2004
Brian H. MaddenDirectorSeptember, 2003

9
PRELIMINARY PROXY MATERIALS

CURRENT DIRECTORS AND NOIMINEES

Andrew Makrides,, Esq. age 65,75, Chairman of the Board of Directors, President, and Chief Executive Officer, received a Bachelor of Arts degree in Psychology from Hofstra University and a Juris Doctor of Jurisprudence JD Degree from Brooklyn Law School. He is a member of the Bar of the State of New York and practiced law from 1968 until joining Bovie Medical Corporation as a co-founder and Executive Vice President and director, in 1982. Mr. Makrides became President of the Company in 1985 and the CEO in December 1998 and has served as such until March 18, 2011 at which point he relinquished his position as President, but remained CEO until December 2013. Mr. Makrides employment contract expired December 31, 2016, at which time his employment with the company ceased and he became the non-executive Chairman of the Board of Directors. Mr. Makrides has over 30 years of executive experience in the medical industry.



Robert L. Gershon, age 50, Chief Executive Officer and Director, has over 28 years of healthcare industry experience. On the operations side he ran the largest sales and marketing business at Covidien. With over $1B in P&L responsibility he consistently led an organization of over 600 people to date.double-digit revenue growth outpacing market category growth and capturing significant market share points during challenging healthcare economic conditions. He also was VP of sales and marketing at Henry Schein ($1.4B shared P&L for medical division/$115M full P&L for dialysis division) and earlier in his career spent over 13 years as a healthcare consultant for Booz Allen Hamilton, KPMG and two boutique consultancies where his practice focused on strategic planning, business development and mergers and acquisitions. Mr. Gershon received an MBA from J.L. Kellogg Graduate School of Management at Northwestern University and a BSBA degree from American University.

J. Robert Saron, age 54,64, President, Chief Sales and Marketing Officer and Director, holds a BachelorsBachelor degree in Social and Behavioral Science from the University of South Florida. From 1988 to present Mr. Saron has served as a president and director of Aaron Medical Industries, Inc. ("Aaron"), Bovie’s wholly owned marketing subsidiary.the Company. Mr. Saron has previously served as CEOboth director and chairmanpresident of the Health Care Manufacturing Management Council. In 2011 Mr. Saron received the Leonard Berke Achievement award for ethics, mentoring, marketing skill, industry knowledge, contributions to the industry and contributions to HMMC. He currently serves as a director of the Health Industry Distributors Association Education Foundation. Mr. Saron received the Health Industry Distributors Association’s highest award in 2008, the Industry Award of Distinction (renamed the John F. Sasen Leadership Award) and in February 2013 was inducted into the Medical Distribution Hall of Fame. Mr. Saron’s employment contract extends to December 31, 2017. Mr. Saron brings over 39 years of executive marketing and distribution experience in the medical industry.

Jay D. Ewers, CPA, age 56, Chief Financial Officer, Treasurer and Secretary, has more than 30 years of accounting experience, having held financial executive positions in corporations ranging from early stage to high profile public companies with global operations in the medical equipment, manufacturing and semiconductor industries. Mr. Ewers joined the company as Corporate Controller in June, 2014. From 2004 to 2014, Mr. Ewers worked in private practice providing accounting and advisory services to both publicly traded and privately-held companies. Mr. Ewers received his CPA license in 1987 and is a certified internal auditor.

Jack McCarthy, age 51, has served as our Chief Commercialization Officer since March 2014. Mr. McCarthy has 23 years of sales and marketing experience of which the last 16 years has been spent in the healthcare industry. Most recently, he served as Vice President of Sales and Marketing for US Healthcare at Z-Medica. Prior to that, Mr. McCarthy spent 15 years with Covidien, in positions of increasing responsibility where he was charged with achieving sales, marketing and business development goals. His most recent position at Covidien was as Area Sales Vice President for the Endo Mechanical Intelligent Device franchise, where he managed a team of 50 sales professionals. Mr. McCarthy is a graduate of Loyola University in Baltimore, Maryland, were he obtained a BA degree in Marketing in 1988 and an MBA in Marketing in 1990.

Moshe Citronowicz, age 64, Senior Vice President came to the United States in 1978 and has worked in a variety of manufacturing and high technology industries. In October 1993, Mr. Citronowicz joined the Company as Vice President of Operations and served as our Chief Operating Officer until November 2011. Currently, he is serving as the Senior Vice President. Mr. Citronowicz’s employment contract extends to December 31, 2017.

Lawrence J. Waldman, CPA, age 70, has served as a director since 2011 and is currently the Chair of our audit committee and Lead Independent Director of the Board. Mr. Waldman has over thirty-five years of experience in public accounting. Mr. Waldman currently serves as a senior advisor to First Long Island Investors, LLC, an investment and wealth management firm since May 2016. Prior to that Mr. Waldman served as an advisor to the accounting firm of EisnerAmper LLP, where he was previously the Partner-in-Charge of Commercial Audit Practice Development for Long Island since September 2011. Prior to joining EisnerAmper LLP, Mr. Waldman was the Partner-in-Charge of Commercial Audit Practice Development for Holtz Rubenstein Reminick, LLP from July 2006 to August 2011. Mr. Waldman was the Managing Partner of the Long Island office of KPMG LLP from 1994 through 2006, the accounting firm where he began his career in 1972. Mr. Waldman was elected to the Board of Directors of Comtech Telecommunications Corp. in August of 2015 and since December 2015, serves as Chair of its audit committee. In October 2016, Mr. Waldman was appointed and subsequently in December 2016 elected to the Company from 1994 to December 1998.Board of Directors of CVD Equipment Corporation, and serves as a member of the audit committee and Chair of the compensation committee. Mr. Saron is presently the President of Aaron andWaldman serves as a member of the Board of Directors of Northstar/RXR Metro Income Fund, a non-traded Real Estate Investment Trust and has served as a member of its audit committee since 2014. Mr. Waldman also served as a member of the Company.State University of New York’s Board of Trustees and as chair of its audit committee, until March 2017. Mr. Waldman is also the Chair of the Supervisory Committee of Bethpage Federal Credit Union. He previously served as the Chairman of the Board of Trustees of the Long Island Power Authority and as Chair and a member of the finance and audit committee of its Board of Trustees. Mr. Waldman meets the definition of a financial expert as defined by the SEC and NYSE MKT.



Michael Geraghty, age 70, has served as a director since March 2011 and was previously employed as the President of Global Sales at Optos, Inc., a developer and manufacturer of retinal imaging devices for screening, detection and diagnosis of eye related conditions. From 2005 through 2008, he was the President of International Sales at Gyrus Acmi where he first started in 2000 as Senior Vice President of Sales for Gyrus Medical. Prior to this, Mr. Geraghty was the Vice President of Sales and Marketing for Everest Medical, Inc. and before that was the Director of Marketing for Advanced Products at Arthrocare Corporation. Mr. Geraghty specializes in building independent direct sales teams in the medical device industry and has extensive domestic and international sales and marketing experience. He received his bachelor’s degree from St. Mary’s University and graduate degree in Executive Sales Management from the University of Minnesota.

Randy RossiJohn Andres,age 47,59, serves as Vice Chairman of the Board and has over 14thirty years of experience in the medical manufacturing. Most recentlydevice industry. Since April, 2004, Mr. Rossi was Executive Vice President at Brewer in Menomee Falls, Wisconsin for a period of three years. Prior thereto, he was President of the Patient Care Division, Kendall/TYCO which specialized in Wound Care, Urology and Incontinent Care with revenues in excess of $500M.

George W. Kromer, Jr., age 67, filled a vacancy on the Board of Directors and became a director on October 1, 1995. Mr. Kromer has in the past served as a Senior Financial Correspondent for "Today's Investor" andAndres has been employed as a private consultant, by a number of companies, both privatedoing business through John C. Andres, LLC, specializing in patent/business strategy development and public. He received a Master's Degree in 1976 from Long Island University in Health Administration. He was engaged as a Senior Hospital Care Investigator for the City of New York Health & Hospital Corporation from 1966 to 1986.execution. He also holds a Bachelor of Science Degree from Long Island University's Brooklyn Campus and an Associate in Applied Science Degree from New York City Community College, Brooklyn, New York.

Michael Norman, CPA age 51, manages a CPA firm specializing in business financial planning as well as governmental and financial auditing. Mr. Norman is a memberpartner of the Nassau County Board of Assessors, Treasurer of the Don Monti Memorial Research FoundationHawk Healthcare, LLC, which provides strategic transaction management to private individuals and a Glen Cove City Councilman, all located on Long Island, New York. He also serves as the expert member of Bovie’s audit committee.

Brian H. Madden, age 53 joined the Board of Directors in September 2003. He is an officercompanies. In 2004, Mr. Andres helped found K2M, Inc. (KTWO) and principal owner of Liberty Title Agency LLC, a non-affiliated, privately owned full service title insurance agency located in Garden City, N.Y. He also serves on a number of non-affiliated professional, charitable and civic organizations including, among others, the New York State Land Title Association, National Federation of Independent Businesses, Long Island Children's Museum, SUNY Old Westbury Foundation, and Our Lady of Consolation Nursing Home. Mr. Madden is a member of our Audit Committee. He graduated Iona College with a BBA Degree in 1976.

August Lentricchia, age 53, is presently employed by Freedom Tax and Financial Services Bohemia as Register Representative since 2001. He is also licensed as a Registered Representative and investment consultant of HD Vest Investment Services, a non-bank subsidiary of Wells Fargo and Company. Mr. Lentricchia has alsofrom 2004 until 2010 served as an investment consultant for Citibank. Mr. Lentricchia also serves on our audit committee in addition to serving as a member of the Board of Directors.Directors of K2M, Inc. Prior to 2004, Mr. Andres held various legal and strategic business development positions at the Surgical Division of Tyco Healthcare Group, LLP, now Medtronic (NYSE: MDT) and its predecessor, United States Surgical Corporation. Before joining U.S. Surgical, Mr. Andres worked at the New York law firm of Morgan & Finnegan. He is a graduatereceived his Associate of theApplied Science degree from Rochester Institute of Technology, his Bachelor of Arts degree from Lehigh University and his Juris Doctor from Pace University School of Arizona (BA 1970) and has received a Masters degree in Education from Dowling College (2004).Law.

MEETINGS
COMMITTEES OF THEOUR BOARD OF DIRECTORS

We have a standing Audit Committee, Compensation Committee and Governance and Nominating Committee.

Audit Committee

The Audit Committee assists the Board in its general oversight of our financial reporting, internal controls, and audit functions, and is directly responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. The Audit Committee reviews and discusses with management and our independent accountants the annual audited and quarterly financial statements (including the disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations"), reviews the integrity of the financial reporting processes, both internal and external, reviews the qualifications, performance and independence of our independent accountants, and prepares the Audit Committee Report included in its Annual Report on Form 10-K in accordance with rules and regulations of the Securities and Exchange Commission. The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. The Audit Committee also acts as a qualified legal compliance committee.

The meetings of the Committee are designed to facilitate and encourage communication among the Committee, the Company and the Company's independent auditor. The Committee discussed with the Company's Independent Auditor the overall scope and plans for their respective audits. The Committee meets with the independent auditor, with and without management present, to discuss the results of their examinations; their evaluations of the Company's internal controls; and the overall quality of the Company's financial reporting.

Our Audit Committee currently consists of three independent members of the Board of Directors. As a smaller reporting company, we are required to have at least two independent members comprising our Audit Committee in accordance with Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of the NYSE MKT Exchange. During 2016 Lawrence J. Waldman, CPA served as the Audit Committee Chairman and financial expert. Mr. Waldman qualifies as a "financial expert" (as defined in Item 407(a)(5) of Regulation S-K promulgated under the Exchange Act), for the Committee. The Audit Committee meets as often as it determines necessary but not less frequently than once every fiscal quarter. During 2016, the Audit Committee held four (4) meetings.



The membership of the Audit Committee, together with appointment dates and attendance at meetings, is set forth below:
MembersCommittee member sinceAttendance at full meetings during 2016
Lawrence J. WaldmanMarch 20114/4
John AndresJuly 20144/4
Michael Geraghty
December 2016 (1)
0/4
Charles T. Orsatti
May 2015 (2)
4/4
Scott Davidson
July 2016 (3)
4/4
(1)The Audit Committee did not hold any meetings in 2016 following the appointment of Mr. Geraghty to serve as a member of the Audit Committee.
(2)Mr. Orsatti tendered his resignation from the board effective on December 31, 2016.
(3)Mr. Davidson tendered his resignation from the board effective on December 19, 2016.

A copy of the Audit Committee Charter will be provided to any person without charge upon written request to the Company's address to the attention of the Secretary. A copy of the Audit Committee Charter is available at www.boviemed.com. Select the "Investor Relations" button.

Governance and Nominating Committee

The Governance and Nominating Committee is responsible for matters relating to the corporate governance of our company and the nomination of members of the board and committees thereof. During 2016, our Governance and Nominating Committee consisted of three independent members of the Board of Directors, John Andres, who serves as Chairman, Lawrence J. Waldman, and Michael Geraghty. The Governance and Nominating Committee meets as often as it determines necessary, but not less than once a year. During 2016, the Governance and Nominating Committee held two (2) meetings.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the Governance and Nominating Committee focused primarily on each person's background and experience as reflected in the information discussed in each of the directors' individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. As more specifically described in such person's individual biographies set forth above, our directors possess relevant and industry-specific experience and knowledge in the medical, engineering and business fields, as the case may be, which we believe enhances the Board's ability to oversee, evaluate and direct our overall corporate strategy. The Governance and Nominating Committee annually reviews and makes recommendations to the Board regarding the composition and size of the Board so that the Board consists of members with the proper expertise, skills, attributes, and personal and professional backgrounds needed by the Board, consistent with applicable regulatory requirements.

The Governance and Nominating Committee believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of our stockholders. The Governance and Nominating Committee will consider criteria including the nominee's current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined in existing independence requirements of the NYSE MKT Market and the Securities and Exchange Commission, the business, scientific or engineering experience currently desired on the Board, geography, the nominee's industry experience, and the nominee's general ability to enhance the overall composition of the Board.

The Governance and Nominating Committee does not have a formal policy on diversity; however, in recommending directors, the Board and the Committee consider the specific background and experience of the Board members and other personal attributes in an effort to provide a diverse mix of capabilities, contributions and viewpoints which the Board believes enables it to function effectively as the Board of Directors of a company with our size and nature of business.

If a Stockholder wishes to nominate a candidate to be considered for election as a director at the 2017 Annual Meeting of Stockholders, he or she must submit nominations in accordance with the procedures set forth in "Stockholder Proposals For Next Annual Meeting." If a Stockholder wishes simply to propose a candidate for consideration as a nominee by the Governance and Nominating Committee, he or she should submit any pertinent information regarding the candidate to the members of the


Governance and Nominating Committee of Bovie Medical Corporation, c/o Secretary, 4 Manhattanville Road, Suite 106, Purchase, New York 10577.

A copy of the Governance and Nominating Committee Charter will be provided to any person without charge upon written request to the Company's address to the attention of the Secretary. A copy of the Governance and Nominating Committee Charter is available www.boviemed.com. Select the "Investor Relations" button.

Compensation Committee

The Compensation Committee is responsible for overseeing our compensation and employee benefit plans (including those involving the issuance of our equity securities) and practices, including formulating, evaluating, and approving the compensation of our executive officers and reviewing and recommending to the full Board of Directors the compensation of our Chief Executive Officer. During 2016, our Compensation Committee consisted of four (4) independent members of the Board of Directors, John Andres, Lawrence J. Waldman, CPA, Charles T. Orsatti, who served as our Chairman (who resigned as of December 31, 2016), and Scott Davidson (who resigned as of December 19, 2016). On December 18, 2017, Michael Geraghty was appointed to serve as a member and Chairman of the Compensation Committee effective upon Mr. Orsatti’s resignation. The Compensation Committee meets as often as it determines necessary, but not less than once a year. During 2016, the Compensation Committee held four (4) meetings.

To understand the competitiveness of compensation arrangements provided to our named executive officers, in 2014 the Compensation Committee engaged Pearl Meyer & Partners to perform a competitive assessment of base salaries, bonuses for on-target performance and grants of equity incentives. In 2016, Pearl Meyer & Partners updated the competitive frame of reference for the study to consist of the following group of pre-selected companies that were of comparable size and operated in our industry category.

A copy of the Compensation Committee Charter will be provided to any person without charge upon written request to the Company's address to the attention of the Secretary. A copy of the Compensation Committee Charter is available www.boviemed.com. Select the "Investor Relations" button.

The table below indicates the current membership of each committee and how many times the Board and each committee met in 2016:
  Board Audit 
Governance
and
Nominating
 Compensation
Andrew Makrides Chairman      
Robert L. Gershon Member      
J. Robert Saron Member      
John Andres Member Member Chairman Member
Michael Geraghty Member Member Member Chairman
Lawrence J. Waldman Member 
Chairman (1)
 Member Member
Charles T. Orsatti (2)
 Former Member Former Member   Former Chairman
Scott Davidson (3)
 Former Member Former Member    
Number of Meetings 10 4 2 4
(1)Mr. Waldman has also been designated the Audit Committee's financial expert as well as the Board's Lead Independent Director.
(2)Mr. Orsatti tendered his resignation from the board effective on December 31, 2016.
(3)Mr. Davidson tendered his resignation from the board effective on December 19, 2016.

Stockholder Communications

The Board of Directors (the "Board") had four meetings in 2006, each ofprovides a process by which was attendedStockholders may communicate with the Board, including our independent directors. Stockholders who wish to communicate with the Board may do so by all directors, including telephonic meetings ofsending written communications addressed to any director or the Board. Our audit committee was established in 2003, and presently consists of Brian H. Madden, Michael Norman and Mr. Lentricchia, each of whom qualify as independent directors under the rules promulgated by the American Stock Exchange. Theentire Board of Directors continuesof Bovie Medical Corporation, c/o Secretary, 4 Manhattanville Road, Suite 106, Purchase, New York 10577. All mail received at the above address that is addressed to manage Bovie's various stock option Plans and the participation activity requirements for each member of the Board are increasing as we are aggressively pursuing and implementing new marketing and other strategies. Due to the limited number of members and the increased degrees of activity of the Board of Directors (seven)or any individual director will be relayed by the Nominees, if elected, intendCompany to consider, if practicable, establishmentthe Board of Directors or such individual director. On a periodic basis, all such


communications will be compiled by the Secretary and submitted to the Board of Directors or the individual director to whom the communications are addressed.

Code of Ethics

On March 30, 2004, Bovie adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer and principal financial officer.

A copy of the code of ethics will be provided to any person without charge upon written request to the Company's address to the attention of the Secretary. A copy of the code of ethics is available at www.boviemed.com. Select the "Investor Relations" button.

COMPENSATION DISCUSSION AND ANALYSIS

General Compensation Philosophy

The primary objective of our compensation program for employees, including our compensation program for executive officers, is to attract, retain and motivate qualified individuals and reward them in a manner that is fair to all stockholders. We strive to provide incentives for every employee that rewards them for their contribution to the Company.

Our compensation program is designed to be competitive with other employment opportunities and to align the interests of all employees, including executive officers, with the long-term interests of our stockholders. Historically, for our executive officers, we link a much higher percentage of total compensation to incentive compensation such as stock based compensation than we do for other employees.

With these objectives in mind, our Board has built executive and non-executive compensation programs that consist of three principal elements - base salary, performance bonuses and grants of stock options and/or shares of restricted stock.

To understand the competitiveness of compensation arrangements provided to our named executive officers, in 2014 the Compensation Committee in accordance with recommendations contained in recent legislation (Sarbanes- Oxley Actengaged Pearl Meyer & Partners to perform a competitive assessment of 2002)base salaries, bonuses for on-target performance and grants of equity incentives. In 2016, Pearl Meyer & Partners updated the procedures set forthcompetitive frame of reference for the study to consist of the following group of pre-selected companies that were of comparable size and operated in our Company's by-laws.industry category.
10
PRELIMINARY PROXY MATERIALS

DIRECTORS' COMPENSATION
Avinger, Inc.Esko Bionics Holdings, Inc.IRIDEX Corporation
AxoGen, Inc.Fonar CorporationMisonix, Inc.
BIOLASE, InciCAD, Inc.Retractable Technologies, Inc.
Cogentix Medical, Inc.Invuity, Inc.Utah Medical Products Inc.
Cutera, Inc.IRadimed Corporation

Directors'In addition to the peer group, Pearl Meyer referenced industry-specific, size-adjusted market survey data where appropriate.

The results of the survey confirmed that, consistent with our desired philosophy, our compensation arrangements were competitive with the marketplace, with some variation by individual.



Compensation Program

Base Salary

We pay base salaries to our Named Executive Officers (as defined below) in order to provide a consistent, minimum level of pay that sustained individual performance warrants. We also believe that a competitive annual base salary is important to attract and retain an appropriate caliber of talent for each position over time.

The annual base salaries of our Named Executive Officers are determined by our Compensation Committee and approved by the Board of Directors. All salary decisions are based on each Named Executive Officer’s level of responsibility, experience and recent and past performance, as determined by the Compensation Committee. The Compensation Committee benchmarks base salaries using a major independent consulting firm and using their recommendations and other information the Committee evaluates and establishes the base compensation for our named executives.

Name Title Base Salary 2016
Robert L. Gershon Chief Executive Officer and Director $366
Andrew Makrides 
Executive Chairman of the Board (1)
 $216
Jay D. Ewers Chief Financial Officer, Treasurer and Secretary $235
J. Robert Saron President, Chief Sales and Marketing Officer and Director $319
Moshe Citronowicz Senior Vice President $214
Jack McCarthy Chief Commercialization Officer $287
(1)Following the expiration of his contract, Mr. Makrides became the Company’s non-executive Chairman.

Performance Bonus

The second component of executive compensation is performance bonuses which are earned when defined metrics are achieved.

For 2016, the Company established a combination of financial, operational and personal objectives as the broad criteria that would determine annual performance bonus amounts for the year.
(In millions) Threshold Target Achievement Overall Weight Achievement Calculation
J Plasma 2.3
 3.1
 3.5
 35% 150% 53%
Total Revenue Excluding J-Plasma 28.0
 32.0
 33.0
 20% 125% 25%
Operating Loss (4.1) (3.7) (3.7) 20% 100% 20%
Total Cash Balance 5.0
 6.6
 14.5
 10% 200% 20%
MBO 1.0
 1.0
 1.0
 15% 100% 15%
Total       100%   133%

After careful review and consideration of the measures that comprise the 2016 bonus, the Compensation Committee approved the following performance bonuses:
Name Bonus
Robert L. Gershon $243,224
Andrew Makrides $100,322
Jay D. Ewers $109,392
J. Robert Saron $148,456
Moshe Citronowicz $99,612
Jack McCarthy $133,773
Total $834,779


Stock Options

The third component of executive compensation is equity grants which have mainly come in the form of stock options. We believe that equity ownership in our Company is important to provide our Named Executive Officers with long-term incentives to better align interests of executives with the interests of stockholders and build value for our stockholders. In addition, the past directorsequity compensation is designed to attract and retain the executive management team. Stock options have been compensatedvalue only if the stock price increases over time and, therefore, provide executives with an incentive to build Bovie’s value. This characteristic ensures that the Named Executive Officers have a meaningful portion of their compensation tied to future stock price increases and rewards management for long-term strategic planning through the resulting enhancement of the stock price.

Stock option grants. Presently,awards to Named Executive Officers are entirely discretionary. The CEO recommends to the Compensation Committee awards for Named Executive Officers other than himself. The Compensation Committee considers this recommendation along with the prior contribution of these individuals and their expected future contributions to our growth. The Committee formulates and presents its recommended allocation of stock option awards to the Board has not established a compensation committee nor does it have a standard policy regarding compensation of membersDirectors for approval. The Compensation Committee then would make an independent determination on CEO stock option awards, again formulating and presenting its recommendation for the allocation of stock option awards to the Board of Directors for approval. The Board of Directors approves, rejects, or, if necessary, modifies the Committee’s recommendations.

Perquisites and Other Benefits

Our Named Executive Officers are eligible for the same health and welfare programs and benefits as the rest of our employees in their respective locations. In addition, our CEO, Chairman of the Board, President and Chief Sales and Marketing Officer, Chief Financial Officer, Chief Commercialization Officer and Senior Vice President each receive an automobile allowance.

Our Named Executive Officers are entitled to participate in and receive employer contributions to Bovie’s 401(k) Savings Plan. For more information on employer contributions to the 401(k) Savings Plan see the Summary Compensation Table and its footnotes.

Tax and Accounting Considerations

Section 162(m) of Directors. In the past,Internal Revenue Code of 1986, as amended (the “Code”), places a limit of $1.0 million on the Board has granted directors stock optionsamount of compensation that we may deduct as a business expense in orderany year with respect to assure that the directors are properly incentivized and have an opportunity for an ownership interest in common with other stockholders. The nominees, if elected, may require the Board or Compensation Committee, if and when established,each of our most highly paid executives unless, among other things, such compensation is performance-based and has been approved by stockholders. The non-performance-based compensation paid to adopt a standard policy regardingour executive officers for the 2016 fiscal year did not exceed the $1.0 million limit per executive officer. Accounting considerations also play an important role in the design of our executive compensation program. Accounting rules, such as FASB ASC Topic 718-10-10, Share-Based Payment, require us to expense the cost of membersour stock option grants which reduces the amount of our reported profits. Because of option expensing and the impact of dilution on our stockholders, we pay close attention to the number and value of the Board.
At this meeting shareholders are also requested to approve restrictedshares underlying stock options previously granted in 2005 to executives, directors, consultants and key employees and an amendment increasing the numbers of shares covered under our 2003 Stock Option Plan to be used essentially to compensate and incentivize executives, directors, consultants, and key employees in the future. Management strongly believes that the restricted options previously granted in 2005 and the proposed amendment to increase the number of shares of common stock under our 2003 Option Plan are critical for the maintenance of top quality persons serving as officers, directors, key employees and consultants and urges shareholders to give every consideration to approve proposals Three and Four (see below).we grant.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid to our chief executive officer, chief financial officer, and other highly compensated officers, our "Named Executive Officers," with respect to the executive officers of the registrant for the threeCompany's fiscal years ended December 31, 2006:2014, December 31, 2015, and December 31, 2016. The Company has no executive officers other than the "Named Executive Officers."
Summary Compensation Table
Name and Principal Position Year Salary Bonus
($)		 Stock Awards
($)		 Option Awards
($) (1)		 Non-Equity Incentive Plan Compensation Earnings
($)		 Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)		 All Other Compensation
($) (3)		 Total
($)
Robert L. Gershon 2016 $365,750
 $243,224
 $—
 $65,625
 $—
 $—
 $30,201
 $704,800
CEO and Director 2015 $350,000
 $180,000
 $—
 $—
 $—
 $—
 $30,201
 $560,201
  2014 $350,000
 $175,500
 $—
 $—
 $—
 $—
 $19,720
 $545,220
                   
J. Robert Saron 2016 $318,917
 $148,456
 $—
 $32,375
 $—
 $—
 $24,383
 $524,131
President, Chief Sales & 2015 $305,184
 $79,543
 $—
 $—
 $—
 $—
 $24,383
 $409,110
Marketing Officer & Director 2014 $317,949
 $79,917
 $—
 $—
 $—
 $—
 $16,317
 $414,183
                   
Jack McCarthy 2016 $287,375
 $133,773
 $—
 $32,375
 $—
 $—
 $29,922
 $483,445
Chief Commercialization 2015 $275,000
 $74,500
 $—
 $—
 $—
 $—
 $29,922
 $379,422
Officer 2014 $201,469
 $100,500
 $—
 $336,540
 $—
 $—
 $12,420
 $650,929
                   
Andrew Makrides (4)
 2016 $215,515
 $100,322
 $—
 $—
 $—
 $—
 $18,621
 $334,458
Executive Chairman 2015 $238,620
 $56,318
 $—
 $—
 $—
 $—
 $18,621
 $313,559
of the Board 2014 $238,620
 $56,582
 $—
 $—
 $—
 $—
 $18,574
 $313,776
                   
Jay D. Ewers* 2016 $235,000
 $109,392
 $—
 $—
 $—
 $—
 $10,608
 $355,000
Chief Financial Officer, 2015 $171,456
 $65,255
 $—
 $70,655
(2) 
$—
 $—
 $32,185
 $339,549
Treasurer and Secretary 2014 $—
 $—
 $—
 $—
 $—
 $—
 $—
 $—
                   
Moshe Citronowicz 2016 $213,990
 $99,612
 $—
 $32,375
 $—
 $—
 $22,066
 $368,043
Senior Vice President 2015 $204,775
 $53,537
 $—
 $—
 $—
 $—
 $22,066
 $280,378
  2014 $229,978
 $53,788
 $—
 $—
 $—
 $—
 $16,437
 $300,203
* Assumed role as CFO on October 1, 2015. 

(1)These columns represent the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation). Pursuant to SEC rule changes effective February 28, 2010, we are required to reflect the total grant date fair values of the option grants in the year of grant, rather than the portion of this amount that was recognized for financial statement reporting purposes in a given fiscal year which was required under the prior SEC rules, resulting in a change to the amounts reported in prior Annual Reports.
(2)On October 14, 2015, a total of 65,000 options were granted to Mr. Ewers with a fair value of $1.087 per option.
(3)The amounts for 2016 include compensation under the following plans and programs:
(4)Following the expiration of his contract, Mr. Makrides became the Company's non-executive Chairman.


SUMMARY COMPENSATION TABLE
  R.L.
Gershon		 J.R.
Saron		 J.J.
McCarthy		 A.
Makrides		 J.D.
Ewers		 M.
Citronowicz
Car Allowance $6,000
 $6,000
 $6,000
 $6,000
 $6,000
 $6,000
Life insurance premiums 512
 512
 512
 512
 512
 512
Health insurance premiums 17,064
 10,828
 17,064
 9,125
 —
 10,828
Employer 401(k) contribution 6,625
 7,043
 6,346
 2,984
 4,096
 4,726
             
Total $30,201
 $24,383
 $29,922
 $18,621
 $10,608
 $22,066
Amounts in the table above are pro-rated where applicable.

Employment Agreements and Potential Payments Upon Termination or Change in Control

At August 8, 2017, we were obligated under five employment agreements:
Name
And
Principal
Position
Contract Expiration Date
Robert L. Gershon 
YearN/A(1)
J. Robert SaronDecember, 2017
Moshe CitronowiczDecember, 2017
Jack McCarthy 
SalaryN/A(1)
($)
Jay D. Ewers 
BonusN/A
($)(1)
Stock
Awards
($)
Option
Awards
($)
Non- Equity Incentive Plan Compensation
Earnings ($)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
(a)
(1)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Andrew Makrides
President, CEO, ChairmanEmployment contracts were amended to remove a date certain for the conclusion of such term and provide for the Board
2006
2005
2004
$
$
$
223,668
186,418
167,326
* (1) 
3,685
3,428
3,189
0
0
0
0
56,250
53,250
0
0
0
0
0
0
0
0
0
$
$
$
227,373
246,096
223,759
Gary D. Pickett
Chief Financial
Officer
2006
2005
2004
$
66,442
0
0
* (4)
1,731
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$
68,173
0
0
J. Robert Saron
President Aaron
Medical and Director
2006
2005
2004
$
$
$
287,419
256,173
233,036
* (2)
5,218
4,854
4,515
0
0
0
0
56,250
53,250
0
0
0
0
0
0
0
0
0
$
$
$
292,637
317,277
290,801
Moshe Citronowicz
Vice President
Chief Operating Officer
2006
2005
2004
$
$
$
249,257
193,451
170,766
* (3)
3,834
3,567
3,318
0
0
0
0
56,250
53,250
0
0
0
0
0
0
0
0
0
$
$
$
253,091
253,268
227,334
Vera MacElroy
Secretary DirectorExecutives to remain employed by the Company until such time as their employment is terminated pursuant to the terms of
Human Resources
2006
2005
2004
$
$
$
68,394
62,612
59,817
* (5)
1,350
1,250
1,133
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$
$
$
69,744
63,862
60,950
 their Employment Agreement.
In 2004 and 2005, a total of 225,000 options were granted to executive officers and directors in each of these fiscal years, of which the 225,000 options granted in 2005 were not pursuant to a qualified shareholder approved plan and are restricted options. See Proposal Four. No options were granted to executive officers and directors in fiscal 2006.
*(1) Includes $27,825 for unused vacation pay, which had been reserved for in prior years. This had no effect on the 2006 earnings.
11
PRELIMINARY PROXY MATERIALS
*(2) Includes $13,045 for unused vacation pay, which had been reserved for in prior years. This had no effect on the 2006 earnings.

*(3) Includes $49,561 for unused vacation pay, which had been reserved for in prior years. This had no effect on the 2006 earnings.

*(4) Includes $865 for unused vacation pay, which had been reserved for in 2006.

*(5) Includes $2,194 for unused vacation pay, which had been reserved for in prior years. This had no effect on the 2006 earnings.

Gary Pickett was chosen CFO to replace Andrew Makrides who the was the acting CFO. Charles Peabody, the former CFO, resigned on August 9, 2005.
EQUITY COMPENSATION PLAN INFORMAITON
Approximate future minimum payments under these agreements are as follows as of December 31, 2016:
Plan category 
Number of Securities
to be issued upon
exercise of
outstanding options
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available
for future issuance
under equity
compensation plans
 
Equity compensation Plans approved by Security holders  3,203,700 $1.49  66,000 
Total  3,203,700 $1.49  66,000 
The following table summarizes: 1. The options granted in the last fiscal year 2006 and 2. The aggregated option exercises in the last fiscal year and the fiscal year-end option values.
(In thousands) 
2017$1,453
2018—
Total$1,453

Aggregate Option/SAR Exercises in the Fiscal Year Ended December 31, 2006 Option/SAR Values
(a) (b)  (c)  (d) (e) 
 
 
 Shares Acquired on Exercise
 
Value Realized   Number of Securities Underlying Unexercised Options/SARs at December 31, 2006 (#)  Value of Unexercised In-the Money Options/SARs at December 31, 2006($)  
Name  (#)  ($)  Exercisable  Unexercisable  Exercisable  Unexercisable  
Andrew Makrides  70,000 $453,300  465,000  - $4,217,550  - 
George Kromer  70,000  372,400  370,000  -  3,355,900  - 
Moshe Citronowicz  -0-  -  465,000  -  4,217,550  - 
Rob Saron  34,340  254,603  232,500  -  2,108,775  - 
Brian Madden  -  -  85,000  -  770,950  - 
Michael Norman  -  -  60,000  -  544,200  - 
Gary D. Pickett  -  -     -     - 
Randy Rossi
Vera MacElroy
  
-
-
  
-
-
  
50,000
5,000
  -  
453,500
45,350
  - 
  Total  174,340 $1,080,303  1,727,500  - $15,713,775  - 
(1) Assumes $9.07 per share fair market value on December 31, 2006 which was the closing price on December 29, 2006, the last day of trading in 2006.
12
PRELIMINARY PROXY MATERIALS
DIRECTOR COMPENSATION

The following isEmployment contracts, other than for Messrs. Gershon, McCarthy and Ewers, contain an automatic extension for a table showing the director compensation for the year ending December 31, 2006:

Name
 
Fees
Earned
Or Paid
In Cash
($)
 
Stock
Awards
($)
 
Option
Awards
($)
 
Non-Equity
Incentive
Plan
Compensa-
tion
($)
 
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All
Other
Compensa-
tion
($)
 
Total
($)
 
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
 
(h)
 
Brian Madden
  0  0  0  0  0  0  0 
Michael Norman
  0  0  0  0  0  0  0 
Randy Rossi
  0  0  0  0  0�� 0  0 
In 2003, the Board of Directors adopted and shareholders approved Bovie’s 2003 Executive and Employee Stock Option Plan covering a totalperiod of one million two hundred thousand (1,200,000) shares of common stock issuable upon exercise of options to be granted underyear after the Plan. In 2005,initial term unless we provide the Board of Directors granted 25,000 restricted, nonqualified options to each Executive Officer and non-executive Director totaling 225,000 shares.

Outside Directors are compensated in their capacities as Board members through option grants. Our Board of Directors presently consists of J. Robert Saron, Andrew Makrides, Chairman, CEO, and President, George Kromer, Jr., Randy Rossi, Michael Norman, Brian Madden and August Lentricchia, a recently appointed director who has been addedexecutives with sixty (60) days written notice pursuant to the nominees for election at this meeting. Previously for the past years prior to January 1, 2006, pursuant to a written agreement, Mr. Kromer had been retained by Bovie Medical Corporation as a business and public relations consultant on a month-to-month basis at the current average monthly fee of $2,000. As of January 1, 2006 Mr. Kromer accepted an employment position of internal auditor with the company.

There have been no changes in the pricing of any options previously or currently awarded.

In January 2004, we extended employment contracts with certain of our officers for six years.contracts. The employment agreements provide, among other things, that the Executiveexecutive may be terminated as follows:

(a)Upon the death of the Executive andexecutive, in which case the Executive’sexecutive’s estate shall be paid the basic annual compensation due the Employeeemployee pro-rated through the date of termination.death.

(b)By the Resignationresignation of the Executiveexecutive at any time upon at least thirty (30) days prior written notice to Bovie; andBovie in which case Bovie shall be obligated to pay the Employeeemployee the basic annual compensation due him pro-rated to the effective date of termination,termination.

(c)By Bovie, for cause“for cause” if during the term of the Employment Agreementemployment agreement the Employeeemployee violates the non-competition provisions of Paragraph 12 hereof,his employment agreement, or is found guilty in a court of law of any crime of moral turpitude.turpitude in which case the contract would be terminated and provisions for future compensation forfeited.

(d)By Bovie, without cause, with the majority approval of the Board of Directors, for Mr. Gershon, Mr. Saron, Mr. McCarthy, Mr. Ewers and Mr. Citronowicz at any time upon at least thirty (30) days prior written notice to the Executive: andexecutive. In this case Bovie shall be obligated to pay the Executiveexecutive compensation currently in effect at such time, including all bonuses, accrued or prorate,prorated and expenses up to the date of termination. Thereafter for the period remaining under the contract,Messrs. Saron and Citronowicz, Bovie shall pay the Executiveexecutive three times the salary then in effect at the time of termination payable weekly. Employee shall not have to account for other compensation other sources or otherwise mitigate his damages due to such termination.in one lump sum.


13
PRELIMINARY PROXY MATERIALS
(e)If Bovie terminates the agreement, without cause, or fails to meet its obligations to the Executiveexecutive on a timely basis, or if there is a change in the control of Bovie, the Executiveexecutive may elect to terminate his employment agreement. Upon any such termination or breach of any of its obligations under the Employment Agreement,employment agreement, Bovie shall pay the ExecutiveMr. Saron and Mr. Citronowicz a lump sum severance equal to three times the annual salary and bonus in effect the month preceding such termination or breach as well as any other sums which may be due under the terms of the Employment Agreementemployment agreement up to the date of termination. Mr. Gershon, Mr. Ewers and Mr. McCarthy shall be paid two times their annual salary and bonus in effect the month preceding such termination or breach as well as any other sums which may be due under the terms of their respective employment agreement up to the date of termination.

There are no other employment contracts that have non-cancelable terms in excess of one year.

The following schedule shows the status of all contracts and terms with officers of Bovie as of December 31, 2006.
  Contract Expiration Current Auto 
  Date Date(1) Base Pay Allowance 
Andrew Makrides  01/01/98  1/31/2011(1)$186,091 $6,310 
J. Robert Saron  01/01/98  1/31/2011(1) 263,406  6,310 
Moshe Citronowicz  01/01/98  1/31/2011(1) 193,507  6,310 
Steve Livneh  10/02/06  11/01/2009(2) 150,000  6,310 
(1)  Includes total extensions for eight years- Salaries increase annually pursuant to a contract formula. In the event of a change in control, each officer’s contract contains an option for each respective officer to resign and receive 3 years salary.
(2)Joined Bovie on 11/2/06 as President of Bovie Canada, ULC.Options Exercises During Fiscal 2016
Beneficial Ownership of Securities

The following table sets forth certain information with respect to our named executive officers concerning the exercises of stock options during fiscal 2016.

Exercise of Equity Based Awards
Name (a)
Number of
Shares
Acquired on
Exercise
(b)		Value
Realized on
 Exercise ($)
(c)
None

Outstanding Equity Awards

The following table presents information with respect to each unexercised stock option held by our Named Executive Officers as of December 31, 2006, with respect to2016:
Name 
# of Securities
Underlying
Unexercised
Options
(# Exercisable)
 
# of Securities Underlying Unexercised Options
(# Unexercisable)
 
Weighted Average Option
Exercise Price
($/Sh)
 
Option Expiration
Range After Grant Date
Andrew Makrides 24,000
 6,000
 $2.54
 7/12/2022
J. Robert Saron 18,000
 49,000
 $2.13
 7/12/2022-3/16/2026
Moshe Citronowicz 18,000
 49,000
 $2.13
 7/12/2022-3/16/2026
Robert L. Gershon 375,000
 450,000
 $2.06
 12/13/2023-3/16/2026
Jack McCarthy 106,500
 143,500
 $3.59
 3/31/2024-3/16/2026
Jay D. Ewers 25,000
 75,000
 $2.66
 6/30/2024-10/14/2025



Compensation of Non-Employee Directors

The following is a table showing the beneficial ownershipdirector compensation for the year ended December 31, 2016:
Name (a) Fees Earned Or Paid In Cash
($)
(b)		 Stock Awards ($)
(c)		 Option Awards
***
($)
(d)(1)		 Non-Equity Incentive Plan Compensation
($)
(e)		 Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(I)		 All Other Compensation
($)
(g)		 Total
($)
(h)
Lawrence J. Waldman $70,000
 $—
 $10,906
 $—
 $—
 $—
 $80,906
Michael Geraghty $27,500
 $—
 $10,906
 $—
 $—
 $—
 $38,406
John Andres $52,750
 $—
 $10,906
 $—
 $—
 $—
 $63,656
Charles T. Orsatti $51,250
 $—
 $10,906
 $—
 $—
 $—
 $62,156
Scott Davidson $18,250
 $—
 $10,906
 $—
 $—
 $—
 $29,156
*** These columns represent the grant date fair value of the Company’s common stock by all persons known by the Company to be the beneficial owners of more than 5% of its outstanding shares, by directors who own common stock and/or options to levy common stock and by all officers and directorsawards as a group.
*** SEE TABLE ON FOLLOWING PAGE ****calculated in accordance with FASB ASC 718 (Stock Compensation).

14

PRELIMINARY PROXY MATERIALS
 
 
 Number of shares
 
Nature of  
 
 Percentage of
Name and Address 
 
 Title
 
 Owned (i)
 
Ownership
 
Ownership (i)
The Frost National Bank FBO
Renaissance US Growth Investment Trust PLC Trust No. W00740100
 Common 1,000,000 Beneficial 6.6%
The Frost National Bank FBO,
BFS US Special Opportunities Trust PLC. Trust No. W00118000
 Common 1,000,000 Beneficial 6.6%
 
Bjurman Barry & Associates
 Common 790,731 Institutional 5.2%
Directors and Officers
Andrew Makrides
734 Walt Whitman Road
Melville, NY 11746
 Common 850,800(ii) Beneficial 5.6%
George Kromer
P.O Box 188
Farmingville, NY 11738
 Common 440,000(iii) Beneficial 2.9%
J. Robert Saron
7100 30th Avenue North
St. Petersburg, FL 33710
 Common 399,681(iv) Beneficial 2.6%
Brian Madden
300 Garden City Plaza
Garden City, NY 11530
 Common 85,000(vi) Beneficial .6%
Mike Norman
410 Jericho Turnpike
Jericho, NY
 Common 60,000(vii) Beneficial .4%
 
Randy Rossi
 Common 50,000(viii) Beneficial .4%
Moshe Citronowicz
7100 30th Avenue North
St. Petersburg, FL 33710
 Common Stock 639,591(v) Beneficial 4.2%
Gary Pickett
7100 30th Avenue North
St. Petersburg, FL 33710
 — 
—
 
—
 
—
Vera MacElroy
7100 30th Avenue North
St. Petersburg, FL 33710
 Common 16,000(ix) Beneficial 
—
Officers and Directors as group (9) persons
   2,541,072(x)   16.8%
(1)
On July 16, 2015, 12,000 ten year stock options with an exercise price of $1.80 and calculated option fair value of $0.909 were granted to each member of the Board.

(i) BasedIn 2016, our Board of Directors consisted of Robert Gershon, J. Robert Saron, Andrew Makrides, John Andres, Larry Waldman, Michael Geraghty, Charles Orsatti, and Scott Davidson. Mr. Davidson tendered his resignation from the board December 19, 2016, and Mr. Orsatti tendered his resignation from the board effective on 15,223,538 outstanding shares of Common Stock and 3,203,700 outstanding options to acquire a like number of shares of Common Stock as of December 31, 2006, of which officers and directors owned a total of 1,737,500 options and 797,572 shares at December 31, 2006. We have calculated the percentages on the basis of the amount of outstanding securities plus, for each person or group, any securities that person or group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights.
15

PRELIMINARY PROXY MATERIALS
(ii) Includes 385,800 shares reserved and 465,000 ten year options owned by Mr. Makrides to purchase shares of Common Stock of the Company. Exercise prices for his options range from $.50 for 155,000 shares to $3.25 for 25,000 shares.

(iii) Includes 70,000 shares reserved and 370,000 ten year options owned by Mr. Kromer to purchase shares of the Company. Exercise prices for his options range from $.50 for 100,000 shares to $3.25 for 25,000 shares.

(iv) Includes 167,181 shares reserved and 232,500 10 year options owned by Mr. Saron, exercisable at prices ranging from $.50 per share for 155,000 shares, and $3.25 per share for 25,000 shares.

(v) Includes 174,591 shares reserved and 465,000 10 year options owned by Mr. Citronowicz exercisable at prices ranging from $.50 for 155,000 shares to $3.25 for 25,000 shares.

(vi) Includes 85,000 shares reserved pursuant to 10 year options owned by Mr. Madden exercisable at prices ranging from $3.25 for 25,000 to $2.13 for 25,000 options to purchase Common Stock. Mr. Madden has no financial interest in 25,000 shares of Bovie owned by his wife.

(vii) Includes 60,000 shares reserved pursuant to 10 year options owned by Mr. Norman exercisable at prices ranging from $2.13 for 25,000 shares to $2.25 for 35,000 shares.

(viii) Includes 50,000 share reserved pursuant to 10 year options owned by Mr. Rossi exercisable at price ranging from $2.13 for 25,000 to $2.25 for 25,000 shares.

(ix) Includes 11,000 shares reserved and 5,000 10 year options owned by Ms. MacElroy exercisable at $3.25.

(x) Includes 1,727,500 shares reserved for outstanding options owned by all Executive Officers and directors as a group. The last date options can be exercised is May 5, 2015.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Background
In 1998, Maxxim Medical Corporation (“Maxxim”) a then publicly owned corporation, acquired 3,000,000 shares of our common stock from us pursuant to a certain agreement in exchange for assets and equipment, the ownership of the trade name “Bovie” and other future business to be conducted between our corporations. As part of the agreement, Maxxim was granted rights to demand that we register the shares with the SEC. Maxxim later became a privately owned corporation. Maxxim allegedly sold the Bovie common stock to ACMI Corporation (“ACMI”) in 2000. After a continuing dispute between Maxxim and ACMI, in May 2004 a bankruptcy court declared ACMI the owner of the 3,000,000 Bovie shares
Recent Developments
In September 2004, ACMI Corporation privately sold the 3,000,000 shares to a limited number of sophisticated accredited investors. As part of the sale, ACMI Corporation assigned the demand registration rights to the accredited investors. Shortly after completion of the sale by ACMI Corporation, the accredited investors exercised their registration rights and demanded that we file the registration statement with the SEC covering the 3,000,000 shares of common stock. We filed the registration statement as requested for the 3,000,000 shares of common stock and listed the accredited investors as selling stockholders (the “Selling Stockholders”). The registration statement became effective in September 2005. All proceeds from any sale of shares of our Company pursuant to the registration statement are for the benefit of the Selling Stockholders and not Bovie. However, pursuant to separate agreement with ACMI and the Selling Stockholders, we are in the process of being reimbursed for our legal, accounting and other expenses incurred in connection with the offering.2016.

In 2005, Executive Officers, directors, certain consultants and key employees were awarded a total of 442,500 restricted non-statutory options to purchase our Common Stock (of which 225,000 restricted options were granted to Executive Officers and Directors) exercisable at $2.25 per share, the then current market price for our stock on the American Stock Exchange, expiring on May 5, 2015. See Executive Compensation and Proposal Four of this Proxy Statement.
16

PRELIMINARY PROXY MATERIALS
A former director, Alfred V. Greco Esq., is the principal of Alfred Greco PLLC, a partner of Sierchio, Greco and Greco, LLP the Company’s counsel. Alfred V. Greco PLLC received $87,550, $80,400 and $63,650 in legal fees for the years 2006, 2005 and 2004, respectively. Mr. Greco resigned as a member of2003, the Board of Directors in May, 2005. He still serves as a principal of a partner in Sierchio Greco & Greco, LLP, our legal counsel.

On January 12, 2007 we granted 65,000 options for the balance of available shares reserved under our existing stock option plans to Gary Pickett our CFO (20,000 options)adopted and certain key employees (45,000 options) exercisable at $8.66 per share, the then current market price per share on the American Stock Exchange. In addition, on January 12, 2007, subject to shareholder approval, the Board of Directors granted a total of 35,000 restricted options exercisable at $8.66 per share (the closing price for our common stock on the American Stock Exchange on January 12, 2007) to Messrs, Brian Madden (10,000 options), Michael Norman (10,000 options) and Randy Rossi (10,000 options) for their services as independent directors; and Messrs, Madden and Norman, each received an additional 2,500 restricted options for their services as members of the Audit Committee. If Shareholders approve proposal Three (A), then options for up to 500,000 additional shares may be granted by your company without seeking further approval from shareholders. If shareholders fail to approve Proposal Three (A), then we will be unable to grant any further options under the 2003 Plan.

On March 29, 2007, we granted a total of 30,000 restricted options to two officers, Rick Pfahl, Vice President of Marketing and Business Development (20,000 options) and Gary Pickett, CFO (5,000 options) in acknowledgment for a job well done. These options are exercisable at $7.10 per share, the closing price for our common stock on the American Stock Exchange on March 29, 2007.The granting of options (instead of cash) has been the only manner in which we have compensated our independent directors and rewarded our officers in the past. Cash compensation for the aforesaid services is not deemed by management to be in the best interests of our company because at our stage of growth, all available cash is better utilized operationally for research and expansion of operations. These options are subject to shareholder approval of Proposal Three (B). We are also seeking approval of Proposal Three (A) authorizing an additional 500,000 shares as a reserve for options granted under our 2003 Plan. If Shareholder approval is obtained for Proposal Three (A) then our Company may issue up to 500,000 options or shares under the 2003 Plan without further approval or Shareholders. If approval is not obtained for Proposal Three (A) your Company may not issue any more options under the 2003 Plan, unless shares reserved for outstanding options previously issued under the Plan otherwise become available due to expiration, default, lapse, or failure to exercise such options in a timely manner. Management strongly believes that without the ability to compensate our directors, officers, key employees and consultants adequately with options our company will be placed under a serious competitive handicap in attracting and maintaining quality officers, independent directors, consultants and key employees. If Proposal (A) isstockholders approved management intends that the above options to independent directors and officers shall be covered by the 500,000 share increase authorization under our 2003 Plan. If Shareholder approval is not obtained for Proposal Three (A) or (B), the above options previously granted to the directors and officers will not be covered by our 2003 Plan and will not be exercisable by the recipients for as long as our Company is listed on the American Stock Exchange. If Proposal Three (B) is approved (and not Three (A)) the recipients will receive restricted stock of the Company on exercise, which shares will not be covered by any Plan.

In November 2006, the Board of Directors, including all independent directors, approved 2-year extensions of the outstanding Employment Agreements of Messrs. Makrides, Citronowicz and Saron. Such extensions are historically consistent with prior pattern of extensions in past years.

A director, George Kromer, served as a consultant previous to his employment with us in 2006 and received consulting compensation of $22,906 and $20,751 for 2005 and 2004, respectively.

Two relatives of the chief operating officer of the Company are employed by the Company. Yechiel Tsitrinovich, an engineering consultant received compensation for 2006 and 2005 of $79,776 and $79,776 respectively. The other relative, Arik Zoran, is an employee of the Company in charge of the engineering department. He had a two-year contract providing for a salary of $90,000 per year plus living expenses and benefits which has been extended. For 2006 and 2005 he was paid $162,562 and $157,045 which includes living expenses and benefits. The Company is attempting at this time to secure a permanent work visa for Mr. Zoran.

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PRELIMINARY PROXY MATERIALS
Audit Committee:

The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors, pursuant to which it may pre-approve any service consistent with applicable law, rules and regulations. Under the policy, the Audit Committee may also delegate authority to pre-approve certain specified audit or permissible non-audit services to one or more of its members. A member to whom pre-approval authority has been delegated must report his pre-approval decisions, if any, to the Audit Committee at its next meeting, and any such pre-approvals must specify clearly in writing the services and fees approved. Unless the Audit Committee determines otherwise, the term for any service pre-approved by a member to whom pre-approval authority has been delegated is twelve months.

Prior to September 29, 2003 the audit committee consisted of the board of directors. On September 29, 2003 the board of directors appointed Brian Madden, George Kromer (then both independent directors) and Andrew Makrides as audit committee members. Mr. Madden was considered the only audit committee financial expert until Mr. Michael Norman CPA was made a board member and audit committee member on September 23, 2004. The audit committee is presently made up of members, Michael Norman, CPA, Brian Madden and August Lentricchia, a recently appointed member of the Board of Directors and the Audit Committee. Mr. Lentricchia is also on management’s slate of proposed directors to be elected at this meeting.
OTHER BUSINESS
Stockholder Proposals for Inclusion in Proxy Statement

Pursuant to the Company's policy, stockholders may present proper proposals for inclusion in the Company's proxy statement and for consideration at the Company's next annual meeting of stockholders. To be eligible for inclusion in the Company's 2008 Proxy Statement, a stockholder's proposal must be received by the Company no later than May 31, 2007 and must otherwise comply with Rule 14a-8 under the Exchange Act.

Stockholder Proposals for Annual Meeting

For business to be properly brought before an annual meeting by a stockholder, in addition to any other applicable requirements, timely notice of the matter must be first given to Bovie. To be timely, written notice must be received by Bovie at its Melville, N.Y. office by the deadline specified in last year's proxy statement. If the proposal is submitted for a regularly scheduled annual meeting, the proposal must be received at Bovie's principal executive offices not less than 120 calendar days before the date of the Company's proxy statement released to stockholders in connection with the previous year's annual meeting; or (b) if the date of this year's annual meeting has been changed by more than 30 days from the date of the previous year's meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials. While the Board of Directors will consider stockholder proposals, the Company reserves the right to omit from the Company's 2007 Proxy Statement any stockholder proposals that it is not required to include under federal regulations.

Stockholder Nominations of Directors

The Board of Directors adopted, as part of the director selection process, a policy for director selection, which includes consideration of potential director nominees recommended by stockholders. The Board will identify, evaluate and select potential director nominees, including nominees recommended by you, using qualitative standards and certain procedures, as described under the Board of Directors, Director Selection above, for recommendation to the Board of Directors for selection. Any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if timely written notice of such stockholder's intent to make such nomination is given, either by personal delivery or United States mail, postage prepaid, to Mr. Andrew Makrides, President, Bovie Medical Corporation, 734 Walt Whitman Road, Suite 207, Melville, NY 11747. Refer to the section entitled the Board of Directors, Director Selection above for more information.

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PRELIMINARY PROXY MATERIALS
Costs of Solicitation

Bovie is making this solicitation of proxies and is responsible for the payment of all expenses incurred in connection with the solicitation. Management estimates that the cost of solicitation of proxies will be approximately $20,000 to be incurred solely by Bovie.

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PRELIMINARY PROXY MATERIALS
PROPOSAL ONE

ELECTION OF DIRECTORS

The Board of Directors has nominated all of the current directors for re-election at the Annual Meeting. All directors serve until the next Annual Meeting of stockholders or their resignation or until their successors are duly elected and qualified.

THE NOMINEES

We have previously set forth in this Proxy Statement, information - provided by the nominees - concerning their principal occupation, business experience and other matters. See “Management”.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOLLOWING NOMINEES.

ANDREW MAKRIDES

J. ROBERT SARON

RANDY ROSSI

MICHAEL NORMAN

GEORGE W. KROMER, JR.

BRIAN H. MADDEN

AUGUST LENTRICCHIA
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PRELIMINARY PROXY MATERIALS
PROPOSAL TWO

RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors has selected Kingery & Crouse PA, (Kingery”) Certified Public Accountants, as the independent auditors of Bovie for fiscal year ending December 31, 2007. BLOOM & Company LLP, the former independent auditor for the past 23 years has effectively dissolved due to the untimely death of Stephen Bloom. Arrangements have been made for a representative of Kingery to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate stockholder questions. The selection of Kingery as the Company's auditors must be ratified by a majority of the votes cast at the Annual Meeting. Kingery is a member of the Securities and Exchange Division of the American Institute of Certified Public Accountants ("AICPA") duly authorized to perform audits of SEC registrants. The firm is current with its peer review system and has maintained an unqualified quality control status since the inception of the peer review system established by the AICPA.

Audit Fees. The aggregate fees billed by our former auditors for services rendered for the audit of our financial statements for the fiscal year ended December 31, 2006 and the review of the Company's financial statements included in our quarterly filings on Form 10QSB during that fiscal year were $ 124,694. There were no other fees paid for other services performed by our former auditor Bloom & Company, LLP or its employees.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF KINGERY &
CROUSE, PA AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2007.
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PRELIMINARY PROXY MATERIALS

PROPOSAL THREE

(A) RATIFY PROPOSED AMENDMENT OF
2003 EXECUTIVE AND EMPLOYEE STOCK OPTION PLAN

And

(B) APPROVE THE GRANT IN JANUARY AND MARCH 2007 OF OPTIONS
TO PURCHASE 65,000 SHARES

Introduction
Management is convinced that in addition to our key employees and operating executives, our Company’s major asset consists of its manufacturing capability, technology and electrosurgical products. If we are to continue to successfully attract, motivate and retain the most qualified key employees, executive officers, non-employee directors and consultants for the Company for our business, it is essential that we continue to be able to offer them a competitive equity incentive program. OurBovie’s 2003 Executive and Employee Stock Option Plan presently has no morecovering a total of 1,200,000 shares reserved for future issuance of options. In this connection, management has proposedcommon stock issuable upon exercise of options to amend itsbe granted under the Plan.

On October 30, 2007, stockholders approved and the Board of Directors adopted an amendment to the 2003 Executive and Employee Stock Option Plan (‘2003 Plan”) to increase the number of shares reserved for issuance under the Plan for incentivizing and/or attracting executives, directors, key employees and consultants

This Proposal seeks (A) Ratification and approval of an increase of 500,000 shares of common stock for our company’s 2003 Plan as a reserve for future options; (B) Approval of the grant of a total of 65,000 restricted options to certain independent directors and officers during 2007.

Amendment

The proposed amendment will modify the 2003 Plan to increase the maximum aggregate number of shares of common stock reserved for issuance under the 2003 Plan from 1.2 Millionmillion shares (already reserved against outstanding options) to 1.7 Millionmillion shares, or an increase of 500,000 shares of common stock for future issuance pursuant to the terms of the Plan.plan. Except for the proposed increase in the number of shares covered by the Plan,plan, the Plan shall remainplan remains otherwise unchanged from its present status.

On January 12, 2007, subject to shareholder approval, In 2011, the Board of Directors granted 25,000 options to purchase a like number of shares of common stock.

In July of 2012, the stockholders approved the 2012 Executive and Employee Stock Option Plan covering a total of 35,000 restricted750,000 shares of common stock issuable upon exercise of options to Messrs, Brian Madden (10,000 options), Randy Rossi (10,000 options)be granted under the plan. At December 31, 2016 approximately 37,000 remain to be issued in this plan.

In July of 2015 the stockholders approved the 2015 Executive and Michael Norman (10,000 options)Employee Stock Option Plan covering a total of 2,000,000 shares of common stock issuable upon exercise of options to be granted under the plan. At December 31, 2016 approximately 693,078 remain to be issued in this plan.

There have been no changes in the pricing of any options previously or currently awarded.



Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors is responsible for their servicesdetermining the compensation of executive officers of the Company, as well as compensation awarded pursuant to the Company’s equity incentive plans.

In 2016, our Compensation Committee consisted of three independent directors; and Messrs, Madden and Norman, each received an additional 2,500 restricted options for their services as members of the Audit Committee. The foregoing is essentially the only manner in which we compensate our independent directors. These options are exercisable at $8.66 per share, the closing price for our common stock on the American Stock Exchange on the dateBoard of grant. If the shareholders ratify Proposal Three (A) then options for up to 500,000 additional shares may be granted by your company without seeking further approval from shareholders.Directors, Charles Orsatti who served as Chairman, John Andres and Lawrence J. Waldman.

On March 29, 2007,No member of the Compensation Committee is or has been an officer or employee of the Company or any of its subsidiaries. In addition, no member of the Compensation Committee had any relationships with the Company or any other entity that require disclosure under the proxy rules and regulations promulgated by the SEC.


COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in our Annual Report on Form 10-K with management. Based on our Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the SEC. During the majority of 2016, our Compensation Committee consisted of three independent members of the Board of Directors, Charles T. Orsatti, who served as Chairman, John Andres and Lawrence J. Waldman.

The Compensation Committee
Charles T. Orsatti, Compensation Committee Chair
John Andres, Compensation Committee Member
Lawrence J. Waldman, Compensation Committee Member

The foregoing Compensation Committee Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not otherwise be deemed filed under these acts, except to the extent we grantedspecifically incorporate by reference into such filings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information as of July 27, 2017 with respect to the beneficial ownership of the Company’s common stock by its executive officers, directors, all persons known by the Company to be the beneficial owners of more than 5% of its outstanding shares and by all officers and directors as a group.
  Number of Shares     
Name and Address Title Owned (i)  Nature of Ownership Percentage of Ownership (i)
Great Point Partners, LLC Common 3,084,269
(ii) 
 Beneficial 9.985%
165 Mason Street 3rd Floor         
Greenwich, CT 06830         
          
William Weeks Vanderfelt Common 2,273,249
  Beneficial 7.4%
Coralis 44, Azzuri Village 44         
Roches Noires, 31201 Mauritius         
          
Andrew Makrides Common 641,972
(iii) 
 Beneficial 2.1%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
Robert L. Gershon Common 423,750
(iv) 
 Beneficial 1.3%
5115 Ulmerton Rd.         
Clearwater, FL 33760         


J. Robert Saron Common 445,190
(v) 
 Beneficial 1.4%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
Moshe Citronowicz Common 465,754
(vi) 
 Beneficial 1.4%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
John Andres Common 34,500
(vii) 
 Beneficial 0.1%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
Jay D. Ewers Common 42,500
(viii) 
 Beneficial 0.1%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
Jack McCarthy Common 284,750
(ix) 
 Beneficial 0.7%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
Michael Geraghty Common 50,000
(x) 
 Beneficial 0.1%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
Lawrence J. Waldman Common 101,000
(xi) 
 Beneficial 0.3%
5115 Ulmerton Rd.         
Clearwater, FL 33760         
          
Officers and Directors as a group (9 persons)   2,489,416
(xii) 
   7.3%
(i)
Based on 30,859,753 outstanding shares of Common Stock and 4,053,406 outstanding options to acquire a like number of shares of Common Stock as of July 25, 2017, of which officers and directors owned a total of 716,715 options and 1,590,166 shares at July 25, 2017. We have calculated the percentage on the basis of the amount of outstanding securities plus, for each person or group, any securities that person or group has current or future right to acquire pursuant to options, warrants, conversion privileges or other rights.
(ii)
Consists of (i) 3,055,000 shares of Common Stock owned collectively by Biomedical Value Fund, LP ("BVF"), Biomedical Offshore Value Fund, Ltd. ("BOVF"), Biomedical Institutional Value Fund, LP ("BIVF"), Class D Series of GEF-PS, LP ("GEF-PS"), and WS Investments, II, LLC ("WS"). The shares of common stock are owned of record as follows: BVF: 1,444,921; BOVF: 808,323; BIVF: 371,588; GEF-PS: 379,021; WS: 51,147. Does not include: (i) 975,639 shares of Series B preferred stock convertible into 1,951,278 common shares, collectively owned by each of BVF, BOVF, BIVF, GEF-PS, and WS. The provisions of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect to such conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such conversion or exercise (the "Ownership Cap"). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership by such reporting persons up to the Ownership Cap.


(iii)Includes 611,972 shares and 30,000 vested options out of a total of 30,000 ten year options owned by Mr. Makrides to purchase shares of Common Stock of the Company at an exercise price of $2.54. These options vest equally over a four year period.
(iv)Includes 30,000 shares and 393,750 vested options out of a total of 925,000 ten year options owned by Mr. Gershon to purchase shares of Common Stock of the Company. Exercise prices for his options range from $1.80 to $3.23. These options vest equally over a four year period.
(v)Includes 405,940 shares and 39,250 vested options out of a total of 137,000 ten year options owned by Mr. Saron to purchase shares of Common Stock of the Company. Exercise prices for his options range from $1.80 to $3.23. These options vest equally over a four year period.
(vi)Includes 426,504 shares and 39,250 vested options out of a total of 137,000 ten year options owned by Mr. Citronowicz to purchase shares of Common Stock of the Company. Exercise prices for his options range from $1.80 to $3.23. These options vest equally over a four year period.
(vii)Includes 34,500 vested options out of a total of 34,500 ten year options owned by Mr. Andres to purchase shares of Common Stock of the Company. Exercise prices for his options range from $1.88 to $3.81.
(viii)Includes 42,500 vested options out of a total of 170,000 ten year options owned by Mr. Ewers to purchase shares of Common Stock of the Company. Exercise prices for his options range from $2.13 to $3.63. These options vest equally over a four year period.
(ix)
Includes 115,750 shares and 169,000 vested options out of a total of 320,000 ten year options owned by Mr. McCarthy to purchase shares of Common Stock of the Company. Exercise prices for his options range from $1.80 to $3.90. These options vest equally over a four year period.
(x)
Includes 50,000 vested options out of a total of 62,000 ten year options owned by Mr. Geraghty to purchase shares of Common Stock of the Company. Exercise prices for his options range from $1.88 to $3.81.
(xi)Includes 101,000 vested options out of a total of 113,000 ten year options owned by Mr. Waldman to purchase shares of Common Stock of the Company. Exercise prices for his options range from $1.88 to $3.81.
(xii)Includes 899,250 vested ten year options out of a total of 1,928,500 ten year outstanding options and 1,590,166 shares owned by all Executive Officers and directors as a group. The last date options can be exercised is April 30, 2027.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten-percent stockholders (the “Reporting Persons”) are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2016 all filing requirements applicable to the Reporting Persons were timely met.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our policy is that employees, non-employees and third parties must obtain authorization from the appropriate department executive manager, for any business relationship or proposed business transaction in which they or an immediate family member has a direct or indirect interest, or from which they or an immediate family member may derive a personal benefit (a “related party transaction”). The maximum dollar amount of related party transactions that may be approved as described above in this paragraph in any calendar year is $120,000. Any related party transactions that would bring the total value of 30,000 restricted optionssuch transactions to two officers, Rick Pfahl,greater than $120,000 must be referred to the Audit Committee to determine the procedure for approval and then have the recommendations presented to the Board of Directors for approval.

Several relatives of Nikolay Shilev, Bovie Bulgaria’s Managing Director, are considered related parties. Teodora Shileva, Mr. Shilev’s spouse is an employee of the company working in the Accounting department. Antoaneta Dimitrova Shileva-Toromanova, Mr. Shilev’s sister is the Manager of Production and Human Resources. Svetoslav Shilev, Mr. Shilev’s son is an Engineer in the Quality Assurance department.



A relative of Moshe Citronowicz, Bovie’s Senior Vice President, is considered a related party. Arik Zoran is a consultant of Marketing and Business Development (20,000 options) and Gary Pickett, CFO (5,000 options) in acknowledgment forthe Company doing business as AR Logic, Inc., a job well done. These options are exercisable at $7.10 per share, the closing price for our common stock on the American Stock Exchange on March 29, 2007.The granting of options (instead of cash)consulting firm owned by Arik Zoran, Mr. Citronowicz’s brother. The Company has been working with AR Logic since 2011 and as of April 14, 2017, the only manner in which we have compensated ourCompany agreed to a renewal contract and terms to continue the consulting arrangement, expiring December 31, 2017. AR Logic was paid consulting fees of approximately $0.2 million, $0.3 million and $0.2 million during 2016, 2015 and 2014, respectively.

Independent Board Members

The Board currently has three independent directorsmembers, John Andres, Michael Geraghty and rewarded our officers inLawrence J. Waldman who meet the past. Cash compensationexisting independence requirements of the NYSE MKT Market and the Securities and Exchange Commission.




PROPOSAL TWO

RATIFICATION OF AUDITORS

Frazier & Deeter, LLC (“F&D”) has acted as the Company's independent registered public accounting firm for the aforesaid servicesfiscal year ending December 31, 2016. Representatives of F&D are expected to be available at the meeting to respond to appropriate questions and will be given the opportunity to make a statement if they desire to do so. Neither the Company's bylaws nor the governing documents or law require stockholder ratification of the selection of F&D as the Company's independent registered public accounting firm. However, this proposal is being submitted to the stockholders as a matter of good corporate practice. If the stockholders do not deemedratify F&D, the appointment of another firm of independent certified public accountants may be considered by management to bethe Audit Committee. Even if F&D is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that doing so is in the best interests of our company because at our stage of growth, all available cash is better utilized operationally for researchthe Company and expansion of operations.its stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF FRAZIER & DEETER, LLC AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2017.

The above option grantsfollowing table sets forth the aggregate fees billed to certain independentus by our current accountants, Frazier & Deeter, LLC:
 Year Ended December 31,
(In thousands)2016 2015
Audit fees (1)
$173
 $141
Non-Audit fees:   
Audit related fees (2)
3
 17
Tax fees (3)
—
 —
All other fees (4)
—
 —
Total fees billed$176
 $158
(1)Audit fees consist of fees billed for professional services rendered for the audit of Bovie’s annual financial statements and reviews of its interim consolidated financial statements included in quarterly reports and other services related to statutory and regulatory filings or engagements.
(2)Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or reviews of Bovie’s consolidated financial statements and are not reported under “Audit Fees”.
(3)Tax fees consist of fees billed for professional services rendered for tax compliance and tax advice (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.
(4)All other fees consist of fees for products and services other than the services reported above.

AUDIT COMMITTEE REPORT

Our Audit Committee is composed of "independent" directors, and officers are subject to shareholder approvalas determined in accordance with Rule 10A-3 of (Proposal Three (B)). We are also seeking approvalthe Securities Exchange Act of amendment to our 2003 Plan authorizing an additional 500,000 shares as a reserve for options granted under our 2003 Plan. If Shareholder approval is obtained for Proposal Three (A) we will be able to issue up to 500,000 options and shares1934. The Audit Committee operates pursuant to the 2003 Plan without further seeking approval of our shareholder. If Proposal Three A is not ratified, we cannot issue any options under the 2003 Plan, unless shares reserved for outstanding options previously issued under the Plan otherwise become available due to expiration, default, lapse, or failure to exercise such options in a timely manner. Management strongly believes that without the ability to compensate our directors, officers, key employees and consultants with options, our company will be put under a serious competitive handicap in attracting and maintaining quality officers, independent directors and key employees. Management intends that the above options shall be issued and coveredwritten charter adopted by the 500,000 share increase authorization under our 2003 Plan and is seeking approvalBoard of Proposal Three (B). If Shareholder approval for Proposals Three (A) and (B) is obtained, the above options shall be issued and covered by the 500,000 share increase authorization under our 2003 Plan. If Shareholder approval is not obtained for Proposals Three (A) or (B), the above options previously granted to the independent directors and officers will not be covered by our 2003 Plan and will not be exercisable for as long as our Company is listed on the American Stock Exchange. If Proposal Three (B) is approved (and not Three (A)) the recipients will receive restricted stock of the Company on exercise, which shares will not be covered by any Plan.
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PRELIMINARY PROXY MATERIALS
Directors.

As of July 2007, there were no shares of common stock remaining available for option awards under the 2003 Plan. In light of historical usage and expected future grants, we anticipate the number of shares of common stock available for awards under the 2003 Plan, if Proposal (A) is ratified and approved, will be adequate to meet our foreseeable requirements.

A description of the principal features of the 2003 Plan, to be amended, is set forth below.

Purpose and Eligibility
As previously indicated,described more fully in its charter, the purpose of the 2003 Plan,Audit Committee is to assist the Board of Directors with its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements, assessing the independent registered public accounting firm's qualifications, independence and performance for us. Management is responsible for preparation, presentation and integrity of our financial statements as well as our financial reporting process, accounting policies, internal audit function, internal accounting controls and disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes. The following is the Audit Committee's report submitted to the Board of Directors for 2016.

As part of its oversight of the Company's financial statements, the Audit Committee reviews and discusses with both management and the Company's independent registered public accountants all annual and quarterly financial statements prior to their issuance. During fiscal 2016, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and management reviewed significant accounting and disclosure issues with the Audit Committee.


The Audit Committee recognizes the importance of maintaining the independence of the Company's Independent Auditor, both in fact and appearance. Each year, the Committee evaluates the qualifications, performance and independence of the Company's Independent Auditor and determines whether to re-engage the current Independent Auditor. Based on this evaluation, the Audit Committee has retained Frazier and Deeter, LLC as the Company's Independent Auditor for 2017. Although the Audit Committee has the sole authority to appoint the Independent Auditors, the Audit Committee will continue to recommend that the Board ask the stockholders, at the Annual Meeting, to ratify the appointment of the Independent Auditors.

The Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of those audited financial statements and related schedules with US generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Committee by the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), including PCAOB Auditing Standard No. 16, Communications with Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations. In addition, the Committee has discussed with the Independent Auditor the firm's independence from Company management and the Company, including the matters in the letter from the firm required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with the independent auditor's independence.

In addition, the Audit Committee has met separately in executive session with management and with Frazier & Deeter, LLC.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the Securities and Exchange Commission.

The Audit Committee
Lawrence J. Waldman, Audit Committee Chair
John Andres, Audit Committee Member
Michael Geraghty, Audit Committee Member
August 8, 2017

The foregoing Audit Committee Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not otherwise be deemed filed under these acts, except to the extent we specifically incorporate by reference into such filings.


PROPOSAL THREE

APPROVAL OF ADVISORY RESOLUTION
SUPPORTING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

General

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), and Section 14A of the Securities Exchange Act of 1934, as amended, is to enable the Company is asking its stockholders to continuevote, on an advisory basis, to approve the compensation of its named executive officers as described in this Proxy Statement. This proposal, commonly known as a "say-on-pay" proposal, gives the Company's stockholders the opportunity to express their views on the compensation of the Company's Named Executive Officers. For purposes of this Proxy Statement, the following Company executives are referred to collectively as the "Named Executive Officers": Robert L. Gershon, Andrew Makrides, J. Robert Saron, John J. McCarthy, Moshe Citronowicz, and Jay D. Ewers. We are required to hold a vote regarding the frequency of future non-binding advisory votes relating to future named executive officer compensation once every six years. At our 2013 Annual Meeting of Stockholders, our Stockholders voted to hold an annual non-binding advisory vote relating to the frequency of future non-binding advisory votes on resolutions approving future named executive officers compensation. 

Compensation Program and Philosophy

Our executive compensation program is designed to attract, reward and retain key employees, including our Named Executive Officers, who are critical to the Company's long-term success. Stockholders are urged to read the "Executive Compensation" section of this Proxy Statement for greater detail about the Company's executive compensation programs, including information about the fiscal year 2016 compensation of the Named Executive Officers.

The Company is asking the stockholders to indicate their support for the compensation of the Company's Named Executive Officers as described in this Proxy Statement by voting in favor of the following resolution:

RESOLVED, that the stockholders ratify and approve the compensation of the Named Executive Officers of Bovie Medical Corporation, as disclosed in the "Executive Compensation", the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company's 2017 Annual Meeting of Stockholders.

Even though this Say-on-Pay vote is advisory and therefore will not be binding on the Company, the Compensation Committee and the Board of Directors value the opinions of the Company's stockholders. Accordingly, to the extent there is a significant vote against the compensation of the Named Executive Officers, the Board of Directors will consider stockholder concerns and the Compensation Committee will evaluate what actions, if any, may be necessary or appropriate to address those concerns. You may vote "for," "against," or "abstain" from the proposal to approve on an advisory basis the compensation of our Named Executive Officers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" SUPPORTING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.



PROPOSAL FOUR

APPROVAL OF THE 2017 SHARE INCENTIVE PLAN

At the Annual Meeting, stockholders will be asked to approve the Company’s 2017 Share Incentive Plan (the “2017 Plan”), which was adopted by the Board of Directors subject to approval by the Company’s stockholders. The Company’s Board of Directors considers the 2017 Plan to be important to: (i) aid in maintaining and developing key employees capable of assuring the future success of the Company and to offer such personal incentives to put forth maximum efforts for the success of the Company's business; (ii) to enhance the Company's ability to attract and retain the services of experienced and knowledgeable executives, non-employee directors,outside directors; and (iii) to afford such key employees and key consultants andoutside directors an opportunity to align furtheracquire a proprietary interest in the Company, thereby aligning their interests with those of the stockholders of the Company by providing for or increasing the proprietary interests of the non-employee directors and consultantsCompany’s stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE 2017 SHARE INCENTIVE PLAN.

Summary of the New Plan

The following summary of the main features of the 2017 Plan is qualified in its entirety by reference to the complete text of the 2017 Plan, which is set forth as Exhibit A to this Proxy Statement. For purposes of the discussion contained in this Proposal No. 4, all capitalized terms shall have the meaning proscribed to such terms in the Company. The 20032017 Plan, provides for grants of nonqualified and incentive stock options.
Stock Available For Issuance under the 2003 Planexcept as otherwise provided.

The 2017 Plan authorizes the grant and issuance of two different types of Awards: Options (“Stock Options”), which can qualify as “incentive stock options” under the Code, or as “non-qualified stock options;” and Restricted Stock, which is stock that is contingent on an employee satisfying conditions, including without limitation continued employment, passage of time or satisfaction of performance criteria.

The 2017 Plan has a number of special terms and limitations, including:
The exercise price for Stock Options granted under the 2017 Plan must at least equal the Shares’ fair market value at the time the Stock Option is granted;
The 2017 Plan expressly states that Stock Options granted under it cannot be “repriced,” as defined in the 2017 Plan, without stockholder approval;
3,000,000 shares, of common stockare proposed to be reservedavailable for granting any Award under the 20032017 Plan; and
Stockholder approval is required for certain types of amendments to the 2017 Plan.
Eligibility

Any Key Employee, including any Key Employee who is an officer or director of the Company or any Affiliate, any Outside Director or a third party consultant to the Company or any Affiliate shall be eligible to be designated a Participant; provided however, that an Incentive Stock Option shall not be granted to: (1) an Outside Director; or (2) an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

Administration

The 2017 Plan are made available, at the discretionmay be administered by a committee of the Board either from authorized but unissued shares of common stockDirectors comprised of non-employee directors (the "Committee"), although the Board of Directors may exercise any authority of the Committee under the 2017 Plan in lieu of the Committee’s exercise thereof.

Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or from reacquired sharestypes of common stock or any combination thereof. PriorAwards to amendingbe granted to each Participant under the 2003 Plan,Plan; (iii) determine the total number of sharesShares to be covered by (or with respect to which payments are to be calculated in connection with) Awards; (iv) determine the terms and conditions of common stock thatany Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate the exercisability of Options or the lapse of restrictions relating to Restricted Stock; (vi) determine whether to, to what extent and under what circumstances Awards may be issued pursuantexercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (vii) determine whether, to awardswhat extent and under what circumstances cash or


Shares payable with respect to an Award under the 2003Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

Shares Available for Awards

The aggregate number of Shares that can be issued under the 2017 Plan may not exceed 1.2 Million. The proposed amendment3,000,000 (including pursuant to Incentive Stock Options). If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or if an Award otherwise terminates without the delivery of any shares or cash payments to be received thereunder, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the 2003 Plan will increase the total numberextent of shares of common stock that mayany such forfeiture or termination, shall again be issued pursuant to awardsavailable for granting Awards under the 2003 PlanPlan. In addition, any shares that are used by a Participant as full or partial payment to 1.7 Million shares. If, on or before terminationthe Company of the 2003 Plan,purchase price of Shares acquired upon exercise of an optionOption or satisfy applicable tax withholding requirements (including social insurance requirements) upon the exercise or vesting of an Award shall again be available for granting Awards.

In the event that the Committee shall determine that any reason expiresdividend or otherwise terminates,other distribution (whether in wholethe form of cash, Shares, other securities or in part, without having been exercised in full,other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or if any sharesexchange of common stock subjectShares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an award have been reacquiredadjustment is determined by the Company pursuantCommittee to be appropriate in order to prevent dilution or enlargement of the restrictions imposed on such shares, such optionbenefits or shares, as the case maypotential benefits intended to be will becomemade available for issuance again under the 2003 Plan. The number and kindPlan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of shares issuable under the 2003 Plan,(i) the number and kindtype of sharesShares (or securities or other property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or securities or other property) subject to outstanding awards,Awards and (iii) the grant or exercise price with respect to any award,Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number.

Awards

The 2017 Plan authorizes the grant and the repurchase price, if any, with respect to any award, will be appropriately and proportionately adjusted to reflect mergers, consolidations, sales or exchanges of all or substantially allissuance of the propertiesfollowing types of the Company, reorganizations, recapitalizations, reclassifications, stock dividends, stock splits, reverse stock splits, spin-offs or other distributions with respect to such shares of common stock (or any stock or securities received with respect to such common stock).
On September __, 2007, the closing market price of the common stock of the Company on the AmericanAwards: Stock Exchange was $__ per share.Options and Restricted Stock.

Administration, Amendment and TerminationStock Options

The 2003 Plan is administered by the Board and having such powers as specified by the Board, which consists of at least four independent directors, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and an "outside director" for purposes of Section 162(m) of the Code (“Administrator”). Subject to the express provisions of the 20032017 Plan and as discussed in this paragraph, the Board determines in itsCommittee has discretion the persons to whom and the times at which awards are granted, the types and sizes of such awards, and all of their terms and conditions. The Board, subject to certain limitations required by Section 162(m) and the express language in the 2003 Plan, may amend, modify, extend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and accelerate, continue, extend or deferdetermine the vesting schedule of any award. The Board may establish rules and policies for administration ofStock Options, the 2003 Plan and adopt one or more forms of agreementevents causing a Stock Option to evidence awards made under the 2003 Plan. The Board interprets the 2003 Plan and any agreement used under the 2003 Plan, and all determinations of the Board will be final and binding on all persons having an interest in the 2003 Plan or any award issued under the 2003 Plan. The 2003 Plan continues in effect until its termination by the Administrator or the date on which all shares available for issuance under the plan have been issued and all restrictions on such shares under the terms of the plan and agreements evidencing awards granted have lapsed. The Board may terminate or amend the plan at any time, provided that without stockholder approval the plan cannot be amended to increase the share reserve or effect any other change that would require stockholder approval under any applicable law. No termination or amendment may affect any outstanding award unless expressly provided by the Board; and, in any event, the Board may not adversely affect an outstanding award without the consent of the participant unless necessary to comply with any applicable law.
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PRELIMINARY PROXY MATERIALS
Option Grants

Pursuant to the proposed amendment to the 2003 Plan, executives, non-employee directors, key employees, and consultants may be granted options to purchase shares of common stock of the Company. Subject to appropriate adjustment in the event of any change in our capital structure, we may not grant to any one executive or employee participant in any fiscal year incentive options which exceed $100,000 in value on date of grant. Each option granted under the 2003 Plan must be evidenced by a writing specifyingexpire, the number of shares subject to any Stock Option, the optionrestrictions on transferability of a Stock Option, and the othersuch further terms and conditions, of the option, consistentin each case not inconsistent with the requirements of2017 Plan, as may be determined from time to time by the 2003 Plan.Committee. The 20032017 Plan providedexpressly provides that the options shall not be transferable. Pursuant to Board Resolution and as permitted under SEC rules, the options may now be transferable to family members in connection with a holder’s estate planning activities and pursuant to a matrimonial court order.Company cannot “reprice” Stock Options without stockholder approval. The exercise price of each non-statutory stock optionfor Stock Options may not be less than the fair market value of a share of our common stock on the date of grant. Options become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Board. The maximum term of any statutory or non-statutory option granted under the 2003 Plan is ten years. Subject to the term of the option, an option generally will remain exercisable for three months following the Optionee’s termination of service, except that if service terminates as a result of the Optionee’s death or disability, the option generally will remain exercisable for twelve months, or if service is terminated for cause, the option will terminate immediately or as otherwise provided by the Board. All options granted under the Plan may not be assigned or transferred except family members or pursuant to an order in a matrimonial proceeding.

Effect of Option Grants

Each time options are issued and exercised, there is an impact on our book value per share and each shareholder’s percentage ownership of outstanding shares. Due to the current requirement for the Company to expense stock options, issuance of the restricted options may have the effect of decreasing the book value per share of the outstanding shares. The exercise price of the restricted options will have the effect of increasing the book value per share of all outstanding shares, but shall have the simultaneous effect of decreasing the percentage ownership of each outstanding shareholder. In addition, shareholders should also be aware that it is likely that the restricted stock option holder will exercise the option at a time that we would be able to sell our shares at a higher price than the exercise price.

Change in Control

In the event of a “change in control” of the Company, the surviving, continuing, successor or purchasing entity or its parent may, without the consent of any participant, either assume all outstanding options or substitute substantially equivalent options or rights for its stock. If outstanding options are not assumed or replaced, then all unexercised and unvested portions of such outstanding awards will become immediately exercisable and vest in full. Any stock options which are not assumed in connection with a Change in Control or exercised prior to a Change in Control will terminate effective as of the Change in Control. In addition, the Administrator may provide in any stock bonus agreement for acceleration of vesting of an award effective as of the Change in Control. A “change in control” for this purpose occurs if an Ownership Change Event or series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event, the entity to which the assets of the Company were transferred. An "Ownership Change Event" will be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a liquidation or dissolution of the Company.
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PRELIMINARY PROXY MATERIALS
U.S. Federal Income Tax Consequences

The following is a brief description of the U.S. federal income tax treatment that will generally apply to option grants and stock bonuses made under the 2003 Plan, based on U.S. federal income tax laws in effect on the date of this proxy statement. Non-employee directors and consultants who participate in the 2003 Plan are advised to consult with their own tax advisors for particular federal, as well as state and local, income and any other tax advice. The grant of a non-statutory stock option exercisable at the then current market price for the shares generally is not a taxable event for the Optionee. Upon exercise of the option, the Optionee will generally recognize ordinary income in an amount equal to the excess100% of the fair market value of the Common Stock (as determined pursuant to the 2017 Plan) at the time the Stock Option is granted. The term of each Option shall be fixed by the Committee, but such term shall not exceed 10 years from the date on which such Option is granted. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash and or shares having a Fair Market Value on the exercise date equal to the relevant exercise price) in which payment of the exercise price with respect thereto may be made or deemed to have been made.

Restricted Stock

The Committee may make Awards of restricted stock acquiredto participants, which will be subject to restrictions on transferability and other restrictions as the Committee may impose, including, without limitations on the right to vote restricted stock or the right to receive dividends, if any, on the restricted stock. These Awards may be subject to forfeiture and reacquired by the Company upon exercise (determinedany conditions or criteria established by the Committee, including without limitation termination of employment or upon resignation or removal as an Outside Director during the applicable restriction period.



Amendments and Termination

The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that:
change the maximum number of shares of Common Stock for which Awards may be granted under this Plan;
extend the term of this Plan; or
change the class of persons eligible to participate in the Plan.
The Committee may amend, alter or discontinue an Award made under the Plan which would impair the rights of any Award holder, without such holder’s consent, under any Award theretofore granted; provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any change in control, recapitalization, stock dividend, stock split, reorganization, merger, consolidation or similar type transaction that such amendment or alteration either is required or advisable in order for the Company, the Plan or any Award granted to satisfy any law or regulation or to meet the requirements of any accounting standard.

No Award granted under the 2017 Plan shall be granted pursuant to the 2017 Plan more than 10 years after the date of the exercise) overCompany’s stockholders' adoption of the 2017 Plan.

Income Tax Withholding; Tax Bonuses

Withholding. In order to comply with all applicable federal, state or foreign income tax or social insurance contribution laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or foreign payroll, withholding, income, social insurance contributions or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all federal, state and foreign taxes to be withheld or collected upon exercise priceor receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such option,taxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Tax Bonuses. The Committee, in its discretion, shall have the authority, at the time of grant of any Award under this Plan or at any time thereafter to approve bonuses to designated Participants to be paid upon their exercise or receipt of (or the lapse of restrictions relating to) Awards in order to provide funds to pay all or a portion of federal, state and foreign taxes due as a result of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full authority in its discretion to determine the amount of any such tax bonus.

Tax Effect to Company

The Company generally will be entitled to a tax deduction equal to such amount. Unless a recipient makesin connection with an electionAward under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), within 30 days after receiving the stock bonus award, the recipient generally will not be taxed on the receipt of the stock until the restrictions on the stock if any, expire or are removed. When the restrictions expire or are removed, the recipient recognizes ordinary income (and the Company is entitled to a deduction)2017 Plan in an amount equal to the fair market value ofcompensation income (ordinary income) realized by a Participant and at the stock at that time. If, however,time the recipient makes a timely Section 83(b) election, he or she will recognize ordinaryParticipant recognizes such income (and the Company will be entitled to a deduction) equal to the fair market value of the stock on the date of receipt (determined without regard to vesting restrictions). A non-employee director or consultant director who makes a Section 83(b) election will ordinarily not be entitled to recognize any loss thereafter attributable to the shares as a result of forfeiture.

We believe the 2003 Plan, as amended, to increase the number of shares of common stock reserved under the 2003 Plan is in the best interests of our stockholders and is necessary in order to compete for and continue to attract and retain qualified executives, key employees, independent or employee directors and consultants. The Plan as amended, authorizes the grant of options to purchase up to an additional __ Million shares of common stock, to incentivize key employees and compensate our directors who are not compensated for their services as such. Although(for example, the exercise of a NQSO). Special rules limit the options would tenddeductibility of compensation paid to increase the book value per share of our company, the future grant and exercisecertain Covered Employees of the options would tend to dilute the percentage ownership of stockholders. Furthermore, the natureCompany (as defined by Section 162(m) of the optionsCode, the annual compensation paid to any of these Covered Employees will be deductible only to the extent that does not exceed $1,000,000 or if the compensation is paid solely on account of attaining one or more pre-established, objective performance goals. The 2017 Plan has been constructed such that some Awards in the optionsCommittee’s discretion may qualify as “performance-based compensation” under Section 162(m) of the Code and thus would be exerciseddeductible even if the total compensation paid to the Covered Employee is in excess of $1,000,000. However, whether an Award will qualify under Section 162(m) as "performance-based compensation" will depend on the terms, conditions and type of the Award issued to the Covered Employee. For example, grants of Stock Options or Restricted Stock often vest only according to the optionee’s or grantee’s length of employment rather than pre-established performance goals. Therefore, the compensation derived from the Awards made to Covered Employees may not be deductible by the option holder at a time that we likely would be ableCompany to derive a higher price for our shares than the exercise price.extent the Covered Employee’s total compensation exceeds $1,000,000.

Required Vote of Adoption

Under Delaware LawVote Required

Assuming a quorum is present at the Annual Meeting, the affirmative vote of a majority of votes cast by the outstandingholders of Common Stock represented and entitled to vote at the Annual Meeting is required to approve the 2017 Plan.

The Board believes that the approval of the 2017 Plan is in the Company’s and the stockholders' best interests. The Company’s non-employee directors have an interest in the proposal to adopt the 2017 Plan since each is an eligible Participant in Awards under the 2017 Plan.



PROPOSAL FIVE

AMEND CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

The Certificate of Incorporation of the Company, as amended (the “Certificate”), currently provides for Fifty Million (50,000,000) shares of capital stock, of which (i) Forty Million (40,000,000) shares are designated common stock, is required for approvalhaving a par value of PROPOSAL THREE (A) AND (B)$.001 per share (“Common Stock”), and (ii) Ten Million (10,000,000) shares are designated "Preferred Stock", having a par value of $.001 per share (“Preferred Stock”). Proposal Three (A) seeksThe Board of Directors believes that an amendment to the Certificate authorizing an increase in the maximum aggregateauthorized number of shares of commonCommon Stock from Forty Million (40,000,000) shares to Seventy-Five Million (75,000,000) shares of Common Stock (the “Common Stock Amendment”) would more appropriately support the present and future needs of the Company. The Common Stock Amendment would afford us flexibility in making acquisitions through the use of stock, reservedstructuring joint ventures and strategic alliances, raising equity capital, reserving additional shares for issuance under employee incentive plans, and facilitating other general corporate purposes, including stock dividends, stock splits and similar uses. It could also have the effect of making it more difficult for a third party to acquire control of the Company. Under our Certificate of Incorporation, our stockholders do not have preemptive rights with respect to our Common Stock. Thus, should our Board of Directors elect to issue additional shares, existing stockholders would not have any preferential rights to purchase any shares.

If our stockholders approve the Common Stock Amendment, we will file a Certificate of Amendment to our Certificate of Incorporation with the Secretary of the State of Delaware. A copy of the proposed Common Stock Amendment is attached hereto as Exhibit B.
Purpose of the Increase in Authorized Number of Shares of Common Stock
The primary purpose of the increase in the number of authorized shares of our Common Stock is to provide us with additional shares of Common Stock for equity sales, acquisitions and other corporate purposes. We presently have no plans, proposals or arrangements to issue any of the newly authorized shares of Common Stock for any purpose whatsoever, including future acquisitions and/or financings. The Common Stock Amendment authorizing the increase in the number of shares of our Common Stock from Forty Million (40,000,000) shares to Seventy-Five Million (75,000,000) shares will provide us with additional shares of Common Stock which could dilute the ownership of the holders of our Common Stock by one or more persons seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company. The increase in the authorized number of shares of our Common Stock is not being undertaken in response to any specific effort of which our Board of Directors is aware to enable anyone to accumulate shares of our Common Stock or gain control of the Company.
Other than the Common Stock Amendment, our Board of Directors does not currently contemplate the adoption of any other amendments to our Certificate of Incorporation that could be construed to affect the ability of third parties to take over or change the control of the Company. While it is possible that management could use the additional authorized shares of Common Stock to resist or frustrate a third-party transaction that is favored by a majority of the independent stockholders, we have no intent, plans or proposals to use the additional unissued authorized shares of our Common Stock as an anti-takeover mechanism or to adopt other provisions or enter into other arrangements that may have anti-takeover consequences.
While the increase in authorized shares of our Common Stock may have anti-takeover ramifications, our Board of Directors believes that the financial flexibility offered by such authorization will outweigh the disadvantages. To the extent that such authorization may have anti-takeover effects, third parties seeking to acquire us may be encouraged to negotiate directly with our Board of Directors, enabling us to consider the proposed transaction in a manner that best serves the stockholders' interests.


Description of the Securities
The authorized capital stock of the Company presently consists of 40,000,000 shares of Common Stock with a par value of $.001 per share, and 10,000,000 shares of Preferred Stock with a par value of $.001 per share, of which Three Million Five Hundred Thousand (3,500,000) shares are currently designated as “Series A 6% Convertible Preferred Stock” and Three Million Five Hundred Eighty-Eight Thousand One Hundred Thirty-Nine (3,588,139) are designated as “Series B Convertible Preferred Stock. Each outstanding share of our Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. Each outstanding share of our Series A Preferred Stock is entitled to one vote for each share of Common Stock into which each share of Series A 6% Preferred Stock held by them is convertible on all matters submitted to a vote of stockholders. Each outstanding share of our Series B Convertible Preferred Stock is entitled to one vote for each share of Common Stock into which each share of Series B Convertible Preferred Stock held by them is convertible on all matters submitted to a vote of stockholders.
Except as otherwise provided in the Company’s Certificate of Designation or by law, the holders of shares of Series A 6% Preferred Stock, the holders of shares of Series B Convertible Preferred Stock, and the holders of shares of Common Stock shall vote together as One (1) class on all matters submitted to a vote of stockholders of the Corporation. There are no cumulative voting rights. A majority of the total outstanding shares of our Company entitled to vote, represented in person or by proxy, will constitute a quorum at any meeting of our stockholders. Other than the election of directors, when a quorum is present at any meeting of our stockholders, a majority of votes cast by the holders of shares entitled to vote thereon will constitute action by our stockholders. With respect to the election of directors, when a quorum is present at any meeting of our stockholders, a plurality of the votes cast by the holders of shares entitled to vote thereon will constitute action by our stockholders. Our Board of Directors can change the foregoing voting requirement by changing our by-laws to the extent permitted by applicable laws. In addition, any action required to be taken at a meeting of our stockholders, or any other action which may be taken at a meeting of our stockholders, may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Subject to any preferential rights of any outstanding Preferred Stock created by our Board of Directors from time to time, if our Certificate of Incorporation is amended to authorize the issuance of Preferred Stock, upon liquidation, dissolution or winding up of our Company, the holders of our Common Stock are entitled to share ratably in all net assets available for distribution to our stockholders after payment to creditors.
Subject to any preferential rights of any outstanding preferred stock created by our Board of Directors from time to time, if our Certificate of Incorporation is amended to authorize the issuance of the preferred stock, the holders of our Common Stock are entitled to receive the dividends as may be declared by our Board of Directors out of funds legally available for dividends. Our Board of Directors is not obligated to declare a dividend. Any future issuance from 1.2 Million sharesdividends will be subject to 1.7 Million shares, an increasethe discretion of 500,000 shares; Proposal Three (B) seeks approval forour Board of Directors and will depend upon, among other things, future earnings, the grantoperating and financial condition of 65,000 restricted options to certain independent directorsour company, its capital requirements, general business conditions and officers.other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.
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PRELIMINARY PROXY MATERIALS
Our Common Stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. There are no conversions, redemption, sinking fund or similar provisions regarding our Common Stock.
THEOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOUSTOCKHOLDERS VOTE “FOR” (A) RATIFYINGTHIS PROPOSAL
AND APPROVING5 TO AMEND THE AMENDMENTCOMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE 2003 PLAN AND “FOR” (B) APPROVING THE
GRANTAUTHORIZED SHARES OF OPTIONS TO CERTAIN INDEPENDENT OFFICERS AND DIRECTORS.COMMON STOCK.


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STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Stockholder proposals intended to be considered for inclusion in the proxy statement for presentation at the Company's 2018 Annual Meeting of Stockholders must be received in writing at the Company's offices at 4 Manhattanville Road, Suite 106, Purchase, New York 10577, Attn: Corporate Secretary, no later than April 10, 2018, for inclusion in the Company's proxy statement and proxy card relating to such meeting. Such proposals must comply with applicable SEC rules and regulations.

In order for any proposal that is not submitted for inclusion in next year's proxy statement (as described in the preceding paragraph) to be presented directly at next year's annual meeting, we must receive written notice of the proposal in a timely manner. If such notice is received, proxies may be voted at the discretion of management if we advise stockholders in next year's proxy statement about the nature of the matter and how management intends to vote on such matter.

PRELIMINARYHOUSEHOLDING OF PROXY MATERIALS

PROPOSAL FOURThe Securities and Exchange Commission permits companies and intermediaries such as brokers to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as "householding", potentially provides extra conveniences for stockholders and cost savings for companies.

RATIFY AND APPROVE THE PRIOR GRANT OF 442,500 RESTRICTED
STOCK OPTIONS TO EXECUTIVE OFFICERS, DIRECTORS,
KEY EMPLOYEES AND CONSULTANTS IN 2005.
Although we do not intend to household for our stockholders of record, some brokers household our proxy materials, delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, or if you are receiving multiple sets of proxy materials and wish to receive only one, please notify your broker. Stockholders who currently receive multiple sets of the proxy materials at their address and would like to request "householding" of their communications should contact their broker.

Background

In May, 2005, there remained only a limited number of shares reserved for issuance upon exercise of stock options to be granted under our existing Stock Option Plans previously approved by shareholders. At that time it was determined by management that 442,500 options should be granted to the directors for the previous year’s services and the non-director executive officers, a limited number of key employees and consultants as deemed merited for a job well done during the prior year. Of the aforesaid amount, a total of 225,000 options were granted to officers and directors. Inasmuch as there was a negligible amount of shares reserved and remaining under our existing shareholder approved plans, management determined to issue the options in the form of restricted stock options to the aforesaid recipients. These options, under the American Stock Exchange rules (as recently amended), require shareholder approval. Accordingly, we have included such request for shareholder approval as Proposal Four in our current Proxy.

Restricted OptionsOTHER MATTERS

The restricted optionsBoard of Directors is not aware of any other matter other than those set forth in this proxy statement that will be presented for which management is seeking approval were originally granted after much reflection by management and were awardedaction at the Annual Meeting. If other matters properly come before the Annual Meeting, the persons appointed as proxies intend to directors asvote the shares they represent in accordance with their sole form of compensation for their services as suchbest judgment in the preceding fiscal year, and to the executive officers, key employees and selected consultants as an incentive and in recognition for the performance of their services on behalf of our Company. Accordingly, during 2005, for their respective services rendered in 2004, each director and each non-director Executive Officer was granted 25,000 share options and Messrs. Madden and Norman each received additional 10,000 share options for their services on the Audit Committee. As indicated previously, we are very proud of our staff and its capacity to produce and manufacture sophisticated electrosurgical products recognized to be of high quality by our peers in the industry. In order to maintain a high degree of competence, the granting of stock options is oneinterest of the most commonly utilized means by which companies incentivize their key executives, employees and directors, attract potential key employees and otherwise compete with other companies for the best qualified personnel. This form of recognition and reward is deemed by management to be essential to our continuance as a leader in our technological field of production and manufacturing of high quality electrosurgical equipment.Company.

This Proposal Four relates only to the restricted shares underlying the 442,500 options previously granted in May and November, 2005 and does not relate to any shares that may underlie our 2003 Plan as proposed to be amended (Proposal Three (A)) or any of our previously adopted Stock Option Plans, all of which reserved shares have already been approved by shareholders. Proposal Three (A) (which does not in any way relate or pertain to the 2005 options granted) seeks to amend the 2003 Executive and Employees Stock Option Plan, by increasing the number of shares reserved under the Plan from 1.2 million shares to 1.7 millions shares, a total of 500,000 shares of common stock to underlie options or grants for use in the future as incentive grants to officers, directors, key employees and consultants. None of the proposed newly reserved shares of common stock under Proposal Three (A) will be used as a reserve for the restricted options granted in 2005, which are discussed under this Proposal Four.DOCUMENTS INCLUDED WITH THIS PROXY STATEMENT

Management is seeking shareholder approval of this Proposal Four because of an American Stock Exchange Rule which was adopted several months prior to the granting of the restricted stock options by management in May 2005. Although the facts concerning the issuance of the restricted options were disclosed to shareholders in the various Company filings last year, formal approval of shareholders is required in order for the option holders to be able to exercise their option. Accordingly, we have included Proposal Four seeking shareholder approval of the 2005 restricted stock option grants.
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WE ARE PROVIDING HEREWITH, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, WITHOUT EXHIBITS, FOR THE YEAR ENDED DECEMBER 31, 2016, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES FILED THEREWITH. IF ANY PERSON RECEIVES THIS PROXY MATERIALS WITHOUT THE FOREGOING DOCUMENTS, THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, UPON A WRITTEN OR ORAL REQUEST OF SUCH PERSON AND BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS WITHIN ONE BUSINESS DAY OF RECEIPT OF SUCH REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2016, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES FILED THEREWITH. WRITTEN REQUESTS FOR SUCH REPORTS SHOULD BE ADDRESSED TO THE OFFICE OF THE SECRETARY, BOVIE MEDICAL CORPORATION, 4 MANHATTANVILLE ROAD, SUITE 106, PURCHASE, NEW YORK 10577. THE COMPANY'S TELEPHONE NUMBER AT SUCH OFFICE IS (914) 468-4069.

PRELIMINARY PROXY MATERIALS
The restricted stock options are exercisable over a 10-year period and have similar provisions for vesting as those covered by our existing shareholder approved plans. i.e., unless management determines the vesting to be immediate, 20% of each option vests each year or 100% at the end of five years. However, if a recipient has been affiliated or employed with the Company for a total of at least five years, then the options vest immediately for such recipient. Usually options for non-employee directors are vested immediately upon issuance to them regardless of the amount of time they have been affiliated with our Company. The restricted options in Proposal Four each bear an exercise price equal to 100% of the market value for the shares of common stock of our Company as indicated on the American Stock Exchange at the close of business on the date the options were granted, or a price of $2.25 per share. When these restricted options are exercised the owner receives “restricted” common stock which he or she cannot immediately sell or transfer and each certificate will bear a restrictive legend to the effect that the shares represented by the certificate have not been registered under the Securities Act of 1933, as amended, (the ”Act”) and may not be transferred or sold unless such shares are the subject of an effective registration statement duly filed with the SEC or the issuer is furnished with an opinion of counsel, satisfactory to it, that registration is not required under the Act. After at least one year of ownership of the restricted stock, holders of restricted shares that desire to sell usually rely on an exemption from registration found under Rule 144 promulgated under the Act which requires that the owner own the shares for at least one year before selling or transferring them. In addition at the time of sale (a) the seller has to file a form 144 with the SEC, (b) the Company’s filings must be current with the SEC, and (c) the shares are to be sold in ordinary brokerage transactions or directly to market makers. After two years, the owner of the restricted shares, if he is not an affiliate of our Company, may have the legend removed and sell them as he sees fit. Affiliates must continue to observe the requirements of Rule 144 regardless of how long the shares have been held, unless the shares are effectively registered with the SEC under the Act. Reference is made to the discussion under Proposal Three for further details concerning options in general.

In the event shareholders fail to approve Proposal Four, the effect will be that the holders of the options will be deprived of their right to exercise them so long as our Company is a member of the American Stock Exchange.WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.

WHERE YOU CAN FIND MORE INFORMATION

MANAGEMENT UNANIMOUSLY RECOMMENDS THE SHAREHOLDERS VOTE “FOR”We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and in accordance with that act, we file periodic reports, documents and other information with the Securities and Exchange Commission relating to our business, financial statements and other matters. These reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 100 F. Street NE, Washington, DC 20549 or may be accessed at 
RATIFICATION AND APPROVAL PROPOSAL FOUR.www.sec.gov.

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By order of the Board of Directors
Dated: August 7, 2017By:/s/ Andrew Makrides
Andrew Makrides
Chairman of the Board of Directors


PRELIMINARY PROXY MATERIALS

BOVIE MEDICAL CORPORATION

PROXY

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 30,2007.SEPTEMBER 14, 2017. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement of Bovie Medical Corporation in connection with the 20072017 Annual Meeting to be held on October 30, 2007,September 14, 2017, and appoints Andrew Makrides and George W. Kromer, Jr.,Robert L. Gershon, or either of them, proxy with power of substitution, for and in the name of the undersigned, and hereby authorizes each or either of them to represent and to vote, all the shares of common stock of Bovie Medical Corporation, a Delaware corporation ("Company"), that the undersigned would be entitled to vote at our Annual Meeting of Stockholders ("Annual Meeting") on October 30, 2007September 14, 2017 and at any adjournments thereof, upon the matters set forth in the Notice of Annual Meeting, hereby revoking any proxy heretofore given. The proxy holder appointed hereby is further authorized to vote in his discretion upon such other business as may properly come before the Annual Meeting. This proxy will be voted as specified. If no direction is made, this proxy will be voted in favor of all proposals.

THE BOARD RECOMMENDS A VOTE "FOR" EACH NOMINEE AND “FOR” PROPOSALSLISTED ON PROPOSAL 1, "FOR" PROPOSAL 2, 3(A)"FOR" PROPOSAL 3, "FOR" PROPOSAL 4, and (B) and 4.
"FOR" PROPOSAL ONE
Election of Directors (check one box only)
FOR [   ] AGAINST [   ]5.

EACH NOMINEE LISTEDý: Please mark your votes
as in this example using
dark ink only.


1.The election of the following nominees to the Company's Board of Directors to serve until the 2018 Annual Meeting of Stockholders: Andrew Makrides, Robert L. Gershon, J. Robert Saron, Lawrence J. Waldman, Michael Geraghty and John Andres.
FOR all nominees (except as marked to the contrary below)o
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVEo
WITHHOLD AUTHORITY FOR ALL EXCEPTo
Andrew Makrideso
Robert L. Gershono
J. Robert Sarono
Lawrence J. Waldmano
Michael Geraghtyo
John Andreso

J. Robert Saron

Randy Rossi

Michael Norman

George W. Kromer, Jr.

Brian Madden

August Lentricchia

(Instruction:INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and check the box next to each nominee circle that nominee's name in the above list)
(Continued andyou wish to be signed and dated on reverse side)withhold authority.

(Back of Proxy)Please see reverse for additional proposals

PROXY
(Please sign and date below)

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2.The ratification of Frazier & Deeter, LLC as the Company's independent public accountants for the year ending December 31, 2017.
FORAGAINSTABSTAIN
ooo



3.The approval of a non-binding advisory proposal approving a resolution supporting the compensation of named executive officers.
FORAGAINSTABSTAIN
ooo

PRELIMINARY PROXY MATERIALS

4.The approval of the 2017 Share Incentive Plan.
FORAGAINSTABSTAIN
ooo



5.The approval of a an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock.
FORAGAINSTABSTAIN
ooo



In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof, all as set out in the Notice and Proxy Statement relating to the Annual Meeting, receipt of which are hereby acknowledged.

Please sign exactly as your name appears and return this proxy card immediately in the enclosed stamped self-addressed envelope.



Signature(s)Signature
Dated:



NOTE: Please mark, date and sign exactly as name(s) appear on this proxy and return the proxy card promptly using the enclosed envelope. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. Executors, administrators, attorneys, trustees, or guardians should state full title or capacity. Joint owners should each sign. If signer is a partnership, please sign in partnership name by authorized person.




Exhibit A

BOVIE MEDICAL CORPORATION
2017 SHARE INCENTIVE PLAN

Section 1. Purpose.

The purposes of the Bovie Medical Corporation Share Incentive Plan (the “Plan”) are to: (i) aid in maintaining and developing key employees capable of assuring the future success of Bovie Medical Corporation (the “Company”), and to offer such personnel incentives to put forth maximum efforts for the success of the Company’s business; (ii) to enhance the Company’s ability to attract and retain the services of experienced and knowledgeable outside directors; and (iii) to afford such key employees and outside directors an opportunity to acquire a proprietary interest in the Company, thereby aligning their interests with the interests of the Company’s stockholders.

Section 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

PROPOSAL TWO(a)“Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b) “Award” shall mean any Option or Restricted Stock granted under the Plan.

(c)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan.

(d)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(e)“Committee” shall mean a committee of the Board of Directors of the Company designated by such Board to administer the Plan and composed of not less than three (3) directors, each of whom is a “Non-Employee Director” within the meaning of Rule 16b-3.

(f)“Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, for purposes of the Plan, the Fair Market Value of Shares on a given date shall be the closing price of the Shares on such date on the NYSE MKT Exchange (“NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed.

(g)“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

(h)“Key Employee” shall mean any employee of the Company or any Affiliate who the Committee determines to be a key employee.

(i)“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(j)“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(k)“Outside Director” shall mean each member of the Board of Directors of the Company that is not also an employee of the Company or any Affiliate of the Company.

(l)“Participant” shall mean either: (i) a Key Employee, (ii) an Outside Director, or (iii) a third party consultant to the Company or any Affiliate designated to be granted an Award under the Plan.

(m)“Person” shall mean any individual, corporation, partnership, association or trust.


(n)“Restricted Stock” shall mean any Share granted under Section 6(b) of the Plan.

(o)“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation thereto.

(p)“Shares” shall mean shares of Common Stock, $.001 par value, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

Section 3. Administration.

(a)Power and Authority of the Committee. The Plan shall be administered by the Board of Directors, or if the Board of Directors shall so designate, by the Committee. For purposes of this Plan, references to the Committee shall mean either the Board of Directors or the Committee if the Committee has been designated by the Board of Directors to administer the Plan. Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate the exercisability of Options or the lapse of restrictions relating to Restricted Stock; (vi) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (vii) determine whether, to what extent and under what circumstances cash or Shares payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any Affiliate.

(b)Meetings of the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as the Committee may determine. A majority of the Committee’s members shall constitute a quorum. All determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable.

Section 4. Shares Available for Awards.

(a)Shares Available. Subject to adjustment as provided in Section 4(c), the number of Shares available for the granting of Awards under the Plan shall be 3,000,000. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Shares or cash payments to be received thereunder, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan. In addition, any Shares that are used by a Participant as full or partial payment to the Company of the purchase price of Shares acquired upon exercise of an Option or to satisfy applicable tax withholding requirements (including social insurance requirements) upon the exercise or vesting of an Award shall again be available for granting Awards.

(b)Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.



(c)Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or securities or other property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or securities or other property) subject to outstanding Awards and (iii) the exercise price with respect to any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number.

Section 5. Eligibility.

Any Key Employee, including any Key Employee who is an officer or director of the Company or any Affiliate, any Outside Director or a third party consultant to the Company or any Affiliate shall be eligible to be designated a Participant; provided, however, that an Incentive Stock Option shall not be granted to: (1) an Outside Director; or (2) an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

Section 6. Awards.

(a)Options. The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:
(i)Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, that such purchase price shall not be less than the Fair Market Value of the Shares on the date such option is granted.

(ii)Option Term. The term of each Option shall be fixed by the Committee, but such term shall not exceed 10 years from the date on which such Option is granted.

(iii)Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which payment of the exercise price with respect thereto may be made or deemed to have been made.

(b)Restricted Stock. The Committee is hereby authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)Restrictions. Shares of Restricted Stock shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate.

(ii)Stock Certificates. Any Restricted Stock granted under the Plan shall be evidenced by issuance of a stock certificate or certificates. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.

(iii)Forfeiture; Delivery of Shares. Except as otherwise determined by the Committee, upon termination of employment or upon resignation or removal as an Outside Director (as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock at such time subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock. Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered to the holder thereof promptly after the applicable restrictions lapse or are waived.



(c)General.

(i)No Cash Consideration for Awards. Except as otherwise determined by the Committee, Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(ii)Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any plan of the Company or any Affiliate other than the Plan. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any such other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii)Forms of Payment Under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in Shares, cash or a combination thereof as the Committee shall determine, and may be made in a single payment, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installments or deferred payments.

(iv)Limits On Transfer of Awards. No Award and no right under any such Award shall be assignable, alienable, salable or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that a Participant may, in the manner established by the Committee,

(A)designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon the death of the Participant, or

(B)transfer a Non-Qualified Stock Option to any “family member” (as such term is used in Form S-8 under the Securities Act of 1933) of such Participant, provided that (1) there is no consideration for such transfer or such transfer is effected pursuant to a domestic relations order in settlement of marital property rights, and (2) the Non-Qualified Stock Options held by such transferees continue to be subject to the same terms and conditions (including restrictions or subsequent transfers) as were applicable to such Non-Qualified Stock Options immediately prior to their transfer.

Each Award or right under any Award shall be exercisable during the Participant’s lifetime only by the Participant, by a transferee pursuant to a transfer permitted by clause (B) of this Section 6(c)(iv), or, if permissible under applicable law, by the Participant’s or such transferee’s guardian or legal representative. No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(v)Term of Awards. Subject to the terms of the Plan, the term of each Award shall be for such period as may be determined by the Committee.

(vi)Restrictions; Securities Exchange Listing. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission and any applicable federal, state or foreign securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. If the Shares are traded on a securities exchange, the Company shall not be required to deliver any Shares covered by an Award unless and until such Shares have been admitted for trading on such securities exchange.



Section 7. Amendment and Termination; Adjustments.

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a)Amendments to the Plan. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that:

(i)absent such approval, would cause Rule 16b-3 to become unavailable with respect to the Plan;

(ii)requires the approval of the Company’s stockholders under any rules or regulations of NYSE MKT Exchange, or, if applicable Financial Industry Regulatory Authority, Inc. or any securities exchange that are applicable to the Company; or

(iii)requires the approval of the Company’s stockholders under the Code in order to permit Incentive Stock Options to be granted under the Plan.

(b)Amendments to Awards. The Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively, subject to Section 7(c) of the Plan. The Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, without the consent of the Participant or holder or beneficiary thereof.

(c)Prohibition on Option Repricing. The Committee shall not reduce the exercise price of any outstanding Option, whether through amendment, cancellation or replacement grants, or any other means, without shareholder approval.

(d)Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 8. Income Tax Withholding; Tax Bonuses.

(a)Withholding. In order to comply with all applicable federal, state or foreign income tax or social insurance contribution laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or foreign payroll, withholding, income, social insurance contributions or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all federal, state and foreign taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

(b)Tax Bonuses. The Committee, in its discretion, shall have the authority, at the time of grant of any Award under this Plan or at any time thereafter to approve bonuses to designated Participants to be paid upon their exercise or receipt of (or the lapse of restrictions relating to) Awards in order to provide funds to pay all or a portion of federal, state and foreign taxes due as a result of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full authority in its discretion to determine the amount of any such tax bonus.



Section 9. General Provisions.

(a)No Rights to Awards. No Key Employee, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Key Employees, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to different Participants.

(b)Delegation. The Committee may delegate to one or more officers of the Company or any Affiliate or a committee of such officers the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to Key Employees who are not officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

(c)Terms of Awards. The specific terms of an Award pursuant to the Plan shall be set forth in an Award Agreement duly executed (by manual, facsimile or electronic signature) on behalf of the Company.

(d)No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(e)No Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate or any right to remain as a member of the Board of Directors, as the case may be. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment (or remove an Outside Director), free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(f)Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principals.

(g)Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(h)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To ratify the selectionextent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of Kingery & Crouse, PAany unsecured general creditor of the Company or any Affiliate.

(i)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(j)Headings.Headings are given to the Sections and subsections of the Plan solely as independent auditors fora convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 10. Effective Date of the Plan.

The Plan shall be effective as of the date of its approval by the stockholders of the Company.

FOR [   ] AGAINST [   ] ABSTAIN [   ]

PROPOSAL THREESection 11. Term of the Plan.

(A) To ratifyAwards shall be granted under the Plan during a period commencing the date the Plan was approved by the stockholders of the Company, through a date which is ten (10) years from the date of such shareholder approval. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond the ending date of the period stated above, and approve an amendment increasing the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board of Directors of the Company to amend the Plan, shall extend beyond the end of such period.



Exhibit B

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF BOVIE MEDICAL CORPORATION
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
The undersigned Chief Executive Officer of Bovie Medical Corporation, a Corporation organized under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
1.The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 3, 1982, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 3, 1983, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 22, 1987, a Certificate for Renewal and Revival of Charter was filed with the Secretary of State of the State of Delaware on October 15, 1992, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 8, 1998, a Certificate of Designation, Preferences and Rights of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on September 8, 1998, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 11, 1998, and a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware on March 16, 2015.

2.Article Fourth of the Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended whereby Paragraph FOURTH is hereby amended to read as follows:

FOURTH:    The total number of shares reserved under our 2003 Executiveof capital stock of all classifications which the corporation shall have the authority to issues is Eighty-Five Million (85,000,000) shares, of which (i) Seventy-Five Million shares shall be designated “Common Stock”, having a par value of $.001 per share, and Employee Stock Option Plan(ii) Ten Million (10,000,000) shall be designated “Preferred Stock”, having a par value of $.001 per share.

FOR [   ] AGAINST [   ] ABSTAIN [   ](a)    All shares of common stock will be equal to each other and shall have all the rights granted to stockholders under the General Corporation Law of the State of Delaware as amended, and the Certificate of Incorporation, including, without limitation, one vote for each share outstanding in the name of each holder, the power to elect directors or consent or dissent to any action to take place at any regular or special meeting of stockholders, and the right to receive dividends and distributions subject to the rights and preferences of any outstanding shares of Preferred Stock authorized hereby,

(B) To approve(b)    The Preferred Stock may be issued from time to time in one or more classes and one or more series of each class with specified serial designations, shares of each series of any class shall have equal rights and shall be identical in all respects, and (1) may have specified voting powers, full or limited or may be without voting power; (2) may be subject to redemption at such time or times at designated prices; (3) may be entitled to receive dividends (which may be cumulative or non-cumulative) at designated rates, on such conditions and specified times, and payable on any other class or classes of stock; (4) may have such rights upon the grantdissolution of, 65,000 restricted optionsor upon any distribution of, the assets of the corporation may be made convertible into, or exchangeable for shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at specified rates of exchange and with specified designated adjustments; and (5) may contain such other special rights and qualifications, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to independent directorstime adopted by the Board of Directors pursuant to the authority so to do which is hereby granted and officersexpressly vested in January and March, 2007.the Board of Directors.

FOR [   ] AGAINST [   ] ABSTAIN [   ]

PROPOSAL FOUR
To ratifyThe Board of Directors shall have authority to cause the Corporation to issue from time, without any vote or other action by the shareholders, any or all shares of stock of the Corporation of any class or series at any time authorized, and approve 442,500 restrictedany securities convertible into or exchangeable for any such shares, and any options, rights or warrants to purchase or acquire any such shares, in each case to such persons and on such terms (including as a dividend or distribution on or with respect to, or in connection with a split or combination of, the outstanding shares of stock optionsof the same or any other class or series) as the Board of Directors from time to time in its discretion lawfully may determine; provided, that the consideration for the issuance of shares of stock of the Corporation (unless issued as such a dividend or distribution or in 2005connection with such a split or combination) shall not be less than the par value of such shares. Shares so issued shall be fully-paid stock, and the holders of such stock shall not be liable to executives, directors, key employees and certain consultants.any further calls or assessments thereon.

3.This amendment to the Certificate of Incorporation was authorized at a meeting of the Shareholders by the majority vote of all the outstanding shares entitled to vote thereon.
FOR [   ] AGAINST [   ] ABSTAIN [   ]
Dated:_________________________, 2007
(Please Print Name)

(SignatureIN WITNESS HEREOF, this Certificate has been subscribed this ___ day of Stockholder) (Title, if applicable)

(Please Print Name)

(SignatureSeptember, 2017 by the undersigned who affirm that the statements made herein are true under the penalties of Stockholder) (Title, if applicable)
NOTE: PLEASE SIGN YOUR NAME OR NAMES EXACTLY AS SET FORTH HEREON. FOR JOINTLY OWNED SHARES, EACH OWNER SHOULD SIGN. IF SIGNING AS ATTORNEY, EXECUTOR, COMMITTEE, TRUSTEE OR GUARDIAN, PLEASE INDICATE THE CAPACITY IN WHICH YOU ARE ACTING. PROXIES EXECUTED BY CORPORATIONS SHOULD BE SIGNED BY A DULY AUTHORIZED OFFICER. PLEASE DATE AND SIGN THIS PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.perjury.

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By:
Robert L. Gershon
Chief Executive Officer and Director
(Principal Executive Officer)




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