Stereotaxis (STXS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, at company headquarters in St. Louis, Missouri.

• Shareholders will vote on electing two Class III directors and ratifying Ernst & Young LLP as the independent auditor for 2025.

• Proxy materials and the 2024 Annual Report are available online, with multiple voting methods offered.

Voting matters and shareholder proposals

• Shareholders will elect two Class III directors to serve until the 2028 Annual Meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2025 is on the agenda.

• Shareholders may submit proposals for the 2026 Annual Meeting by December 5, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine directors divided into three staggered classes, with annual elections for one class.

• Board leadership combines CEO and Chairman roles, with a lead independent director providing oversight.

• All directors except David L. Fischel and Dr. Nathan Fischel are considered independent.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with written charters.

• Director nomination process emphasizes integrity, independence, and diverse professional backgrounds.