UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 15, 2024, the Board of Directors (the “Board”) of Electromed, Inc. (the “Company”) approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to implement non-substantive and conforming changes, including adoption of gender-neutral pronoun designations.
The foregoing description is qualified by the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of shareholders of the Company held on November 15, 2024, the following proposals, each as described in further detail in the definitive proxy statement filed on October 1, 2024, were voted upon by our shareholders as set forth below:
| 1. | The following individuals designated by our 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 eight, with voting as follows: |
| Name | For | Withheld | Broker Non-Votes |
| James L. Cunniff | 5,150,638 | 12,400 | 1,211,826 |
| Stan K. Erickson | 5,060,675 | 102,363 | 1,211,826 |
| Gregory J. Fluet | 5,003,783 | 159,255 | 1,211,826 |
| Joseph L. Galatowitsch | 4,545,484 | 617,554 | 1,211,826 |
| Kathleen S. Skarvan | 5,050,697 | 112,341 | 1,211,826 |
| Andrew J. Summers | 5,067,572 | 95,466 | 1,211,826 |
| Kathleen A. Tune | 4,545,446 | 617,592 | 1,211,826 |
| Andrea M. Walsh | 5,058,924 | 104,114 | 1,211,826 |
| 2. | Our shareholders ratified the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025, with voting as follows: |
| For | Against | Abstain | |||
| 6,370,993 | 1,718 | 2,153 |
| 3. | Our shareholders approved, on a non-binding and advisory basis, our executive compensation, with voting as follows: |
| For | Against | Abstain | Broker Non-Votes | |
| 4,645,654 | 486,736 | 30,648 | 1,211,826 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number | Description | |
| 3.1 | Amended and Restated Bylaws, effective November 15, 2024 | |
| 104 | Cover Page Interactive Data File (embedded in the cover page and formatted in inline XBRL) |
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 18, 2024 | By: | /s/ Bradley M. Nagel |
| Name: | Bradley M. Nagel | |
| Title: | Chief Financial Officer | |