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Executive Change · Shareholder Vote

Filed Jul 1, 2020 · 6y ago · Accession 0001493152-20-012399

Plain English

Material event — a significant development the company must disclose promptly.

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Securities and Exchange Commission on Schedule 14A on June 4, 2020 (the “Proxy Statement”). The shareholders also approved the Daxor Corporation 2020 Incentive Compensation Plan, which is described in detail in the Proxy Statement. On June 29, 2020, Bernhard Saxe, Esq. retired from the Board of the Company after serving on the Board since 2008. On June 29, 2020, Joy Goudie, Esq. was appointed to the Board. Ms. Goudie will serve on the Board of the Company until the next annual meeting when she will be up for election to the Board by the Company shareholders. Joy Goudie, Esq. is currently a partner at Wissing Miller, LLP, following twelve years as Senior Patent Counsel for Revlon leading cross-functional teams in the US and Spain. In addition, she served as Vice President managing Revlon’s global R&D portfolio and driving new technologies. A published scientist, Ms. Goudie has worked with patents and R&D teams in the development of new antibiotics and small molecules for treatment of solid tumor cancers. The Board has determined that Ms. Goudie meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K. Ms. Goudie has (i) no arrangements or understandings with any other person pursuant to which she was appointed as a director, and (ii) no family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Ms. Goudie has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, Ms. Goudie holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock. Ms. Goudie will receive the standard compensation, paid by the Company to all of its non-employee directors and as described under “Board Compensation” in the Proxy Statement. She has not yet been appointed to any committee of the Board. Item 5.07 Submission of Matters to a Vote of Security Holders The Company’s Annual Meeting was held June 25, 2020. At the Annual Meeting, the following directors were elected for terms expiring at the annual meeting of shareholders to be held in 2021 by the votes indicated: For Withheld Broker Nonvotes James Lombard 3,103,321 12,637 437,938 Henry D. Cremisi, MD 3,104,711 11,247 437,938 Edward Feuer 3,104,711 11,247 437,938 Bernhard Saxe, Esq. 3,104,711 11,247 437,938 Michael Feldschuh 3,086,388 29,570 437,938 Jonathan Feldschuh 3,086,388 29,570 437,938 The following reflects the voting results for matters other than the election of directors brought for vote at the Annual Meeting: For Against Abstained Broker Nonvotes Approval of Daxor Corporation 2020 Incentive Compensation Plan 3,105,966 4,436 5,556 437,938 Ratification of WithumSmith+Brown, PC as Daxor Corporation’s independent registered public accounting firm 3,547,520 151 6,225 0 Item 9.01 Financial Statements and Exhibits. The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended: Exhibit No. Description 99.1 Press release, dated June 30, 2020, announcing new board members. 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. DAXOR CORPORATION (Registrant) Date: July 1, 2020 By: /s/ Robert J. Michel Name: Robert J. Michel Title: Chief Financial Officer
Filing details
Company
DAXOR CORP
Ticker
DXR
CIK
27367
Form type
8-K
Filing date
Jul 1, 2020
Report date
Jun 25, 2020
Document
form8-k.htm
Size
59 KB