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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 15, 2023
IRADIMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-36534 |
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73-1408526 |
(Commission File Number) |
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(IRS Employer Identification No.) |
1025 Willa Springs Dr., Winter Springs, FL |
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32708 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(407) 677-8022
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Trading Symbol |
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Name of each exchange on which registered: |
Common stock, par value $0.0001 |
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IRMD |
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NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 5.07Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Iradimed Corporation (“Iradimed”) was held on Thursday, June 15, 2023. At the meeting, Iradimed’s stockholders voted on the following four proposals and cast their votes as described below.
| 1. | Stockholders elected each of Roger Susi, Monty Allen, Anthony Vuoto, Hilda Scharen-Guivel and James Hawkins to Iradimed’s Board of Directors, each to hold office until a succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board), as set forth below. |
Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
Roger Susi |
9,020,721 |
1,900,180 |
706,057 |
Monty Allen |
9,461,154 |
1,459,747 |
706,057 |
Anthony Vuoto |
10,356,692 |
564,209 |
706,057 |
Hilda Scharen-Guivel |
10,900,200 |
20,701 |
706,057 |
James Hawkins |
7,932,064 |
2,988,837 |
706,057 |
| 2. | Stockholders ratified the selection of RSM US LLP as Iradimed’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2023, as set forth below. |
Votes For |
Votes Against |
Abstentions |
11,617,623 |
8,816 |
519 |
| 3. | Stockholders approved an advisory resolution on the compensation of Iradimed’s named executive officers. |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
10,782,715 |
133,595 |
4,591 |
706,057 |
| 4. | Stockholders voted, on an advisory basis, on the frequency of future advisory votes on executive compensation. |
1 Year |
2 Years |
3 Years |
Abstentions |
5,490,873 |
2,622 |
5,426,105 |
1,301 |
| 5. | Stockholders approved the Iradimed Corporation 2023 Equity Incentive Plan. |
Votes For |
Votes Against |
Abstentions |
8,665,347 |
2,251,481 |
4,073 |
| 6. | Stockholders approved an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the Company. |
Votes For |
Votes Against |
Abstentions |
10,139,697 |
779,087 |
2,117 |
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.
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IRADIMED CORPORATION |
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Date: June 15, 2023 |
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By: |
/s/John Glenn |
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Name: |
John Glenn |
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Title: |
Chief Financial Officer |