UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): August 22, 2012
STEREOTAXIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-50884 | | 94-3120386 |
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| (Commission File Number) | | (IRS Employer Identification No.) |
4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108
(Address of Principal Executive Offices) (Zip Code)
(314) 678-6100
____________________________________________________________________________________________________________
(Registrant's Telephone Number, Including Area Code)
______________________________________________________________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 22, 2012, Stereotaxis, Inc. (the “Company”) held its Annual Meeting of Stockholders. Stockholders were asked to consider and act upon:
| (1) | The election of two directors as Class II Directors to serve until the Company’s 2015 Annual Meeting; |
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| (2) | A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2012; |
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| (3) | A proposal to approve, by non-binding vote, executive compensation; and |
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| (4) | A proposal to approve the Stereotaxis, Inc. 2012 Stock Incentive Plan. |
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The votes for, withheld, against, abstentions, and broker non-votes, where applicable, for each matter are set out below.
| (1) | | Election of Directors: | | | | | | | | |
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| | | Name of Nominee | | Votes For | | Votes Withheld | | Votes Abstain | | Broker Non-Votes |
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| | | Joseph D. Keegan | | 48,543,650 | | 782,683 | | 0 | | 17,501,110 |
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| | | Robert J. Messey | | 39,628,924 | | 9,697,409 | | 0 | | 17,501,110 |
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| (2) | Proposal regarding ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2012: |
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| | | Number of Votes For: | | 66,068,277 |
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| | | Number of Votes Against: | | 713,935 |
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| | | Number of Votes Abstain: | | 45,231 |
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| | | Number of Non-Votes: | | 0 |
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| (3) | | Proposal to approve, by non-binding vote, executive compensation: | | |
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| | | Number of Votes For: | | 47,669,087 |
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| | | Number of Votes Against: | | 1,454,459 |
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| | | Number of Votes Abstain: | | 202,787 |
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| | | Number of Non-Votes: | | 17,501,110 |
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| (4) | | Proposal to approve the Stereotaxis, Inc. 2012 Stock Incentive Plan: | | |
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| | | Number of Votes For: | | 47,545,879 |
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| | | Number of Votes Against: | | 1,633,905 |
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| | | Number of Votes Abstain: | | 146,549 |
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| | | Number of Non-Votes: | | 17,501,110 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | STEREOTAXIS, INC. |
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| Date: August 24, 2012 | | By: | | /s/ Karen Witte Duros |
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| | | Name: | | Karen Witte Duros |
| | | Title: | | Sr. Vice President, General Counsel |
