UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Fiscal 2022 Annual Meeting of Shareholders of Electromed, Inc. (the “Annual Meeting”) was held virtually on November 12, 2021. Of the 8,568,843 shares of our common stock eligible to vote at the meeting, 5,439,241 shares were present at the meeting by proxy or electronically. Our shareholders voted on the following matters:
| 1. | The following individuals designated by our Board of Directors (the “Board”) as nominees for director were elected for a one-year term or until a successor has been elected and qualified, thereby setting the number of directors at seven, with voting as follows: |
| Name | For | Withheld | Broker Non-Votes |
| Stan K. Erickson | 4,107,532 | 234,720 | 1,096,989 |
| Gregory J. Fluet | 4,083,155 | 259,097 | 1,096,989 |
| Joseph L. Galatowitsch | 4,227,550 | 114,702 | 1,096,989 |
| Lee A. Jones | 3,479,584 | 862,668 | 1,096,989 |
| Kathleen S. Skarvan | 4,216,125 | 126,127 | 1,096,989 |
| Kathleen A. Tune | 4,227,525 | 114,727 | 1,096,989 |
| Andrea M. Walsh | 4,119,082 | 223,170 | 1,096,989 |
| 2. | Our shareholders ratified the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022, with voting as follows: |
| For | Against | Abstain |
| 5,431,896 | 6,782 | 563 |
| 3. | Our shareholders approved, on a non-binding and advisory basis, our executive compensation, with voting as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 4,161,610 | 172,939 | 7,703 | 1,096,989 |
| Item 7.01 | Regulation FD Disclosure. | |
|
Also on November 12, 2021, following her election to the Board at the Annual Meeting, as described under Item 5.07 above, Lee A. Jones was appointed to serve as Chair of the Board.
The following table sets forth the membership of the Board’s standing committees as established following the completion of the Annual Meeting on November 12, 2021. | ||
| Board Committee | ||||||||||||
| Director | Audit |
Finance and Strategy |
Nominating and Governance |
Personnel and Compensation |
Independent Director |
|||||||
| Stan K. Erickson, Vice Chair of Board | Chair | Member | ✓ | |||||||||
| Gregory J. Fluet | Member | Member | Chair | ✓ | ||||||||
| Joseph L. Galatowitsch | Member | Member | ✓ | |||||||||
| Lee A. Jones, Chair of Board | Member | Member | Chair | ✓ | ||||||||
| Kathleen S. Skarvan | ||||||||||||
| Kathleen A. Tune | Member | Chair | ✓ | |||||||||
| Andrea M. Walsh | Member | Member | ✓ | |||||||||
| The information contained in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. |
SIGNATURES
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.
| ELECTROMED, INC. | |||
| Date: November 17, 2021 | By: /s/ Michael J. MacCourt | ||
| Name: | Michael J. MacCourt | ||
| Title: | Chief Financial Officer | ||
Cover |
Nov. 12, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 12, 2021 |
| Entity File Number | 001-34839 |
| Entity Registrant Name | ELECTROMED, INC. |
| Entity Central Index Key | 0001488917 |
| Entity Tax Identification Number | 41-1732920 |
| Entity Incorporation, State or Country Code | MN |
| Entity Address, Address Line One | 500 Sixth Avenue NW |
| Entity Address, City or Town | New Prague |
| Entity Address, State or Province | MN |
| Entity Address, Postal Zip Code | 56071 |
| City Area Code | 952 |
| Local Phone Number | 758-9299 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | ELMD |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
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