8-KThe WireRed Alert
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.
Read the source below for the full document.
Filing text
View original ↗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