Stereotaxis (STXS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, at company headquarters in St. Louis, Missouri, with shareholders encouraged to vote on key proposals.

• Shareholders of record as of March 16, 2026, are entitled to vote, with a total of 121,182,983 votes possible, including common and Series A Convertible Preferred Stock.

• Proxy materials and the 2025 Annual Report are available online, with multiple voting methods provided.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until the 2029 Annual Meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

• Advisory (non-binding) vote to approve executive compensation (say-on-pay).

• Shareholder proposals for the 2027 Annual Meeting must be submitted by December 4, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine directors in three staggered classes, with detailed biographies and qualifications provided for each.

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

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

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent members and written charters.

• Code of Conduct and insider trading policy apply to all directors, officers, and employees.