Electromed : Notice and Proxy Statement

Published: 2021-10-01 11:02:48 ET ELMD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Electromed, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(4) Proposed maximum aggregate value of transaction:

ELECTROMED, INC.

500 Sixth Avenue Northwest

New Prague, MN 56071

(952) 758-9299

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, NOVEMBER 12, 2021

To our Shareholders:

The Fiscal 2022 Annual Meeting of Shareholders (the "Annual Meeting") of Electromed, Inc. (the "Company") will be held on Friday, November 12, 2021 at 10:00 a.m. Central Time. Due to the public health impact of the ongoing COVID-19 pandemic, this year's Annual Meeting will be held as a completely "virtual meeting" of shareholders. We believe that a virtual Annual Meeting provides greater access to those who may want to attend and, therefore, have chosen this over an in-person meeting. You will be able to attend the Annual Meeting virtually, and vote and submit your questions during the Annual Meeting, via live webcast by visiting www.virtualshareholdermeeting.com/ELMD2021. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon:

The Board of Directors of the Company has fixed the close of business on September 16, 2021 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. The stock transfer books of the Company will not be closed.

By order of the Board of Directors,

Stephen H. Craney

Chairman of the Board

THE PROMPT SUBMISSION OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. YOU MAY VOTE BY MAIL, ONLINE OR BY PHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THE PROXY CARD, NOTICE OF INTERNET AVAILABILITY OR OTHER INSTRUCTIONS FROM THE HOLDER OF RECORD.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting to be held on November 12, 2021

The Notice and Proxy Statement, Annual Report on Form 10-K, and Shareholder Letter are available at

http://investors.smartvest.com/annual-meeting.

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

2

PROPOSAL 1 : ELECTION OF DIRECTORS

8

PROPOSAL 2 : RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S

12

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 3 : ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

13

CORPORATE GOVERNANCE

14

SECURITY HOLDER COMMUNICATIONS TO THE BOARD OF DIRECTORS

17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

18

EXECUTIVE COMPENSATION

19

DIRECTOR COMPENSATION

24

EQUITY COMPENSATION PLAN INFORMATION

25

RELATED PERSON TRANSACTION APPROVAL POLICY

26

OTHER MATTERS

26

HOUSEHOLDING

26

ADDITIONAL INFORMATION

26

i

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Electromed Inc. published this content on 30 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 October 2021 15:01:03 UTC.