Not independent
Tenure on this board
3.3 yrs
7 nominees · 4 ballot items.
Shareholders will elect seven directors, ratify RSM US LLP as independent auditor, provide an advisory vote on executive compensation, and approve the Electromed, Inc. Employee Stock Purchase Plan.
Elect seven nominated directors to serve until the next annual meeting and approve setting the Board’s size at seven directors.
Ratify the Audit Committee’s selection of RSM US LLP as the Company’s independent registered public accounting firm for fiscal 2027.
Approve, on a non-binding and advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 3 asks shareholders to approve the overall compensation of Electromed’s named executive officers on a non-binding, advisory basis. The resolution covers the compensation disclosure in the proxy statement, including the Summary Compensation Table and related tables, rather than any single pay element. Management states that the program is intended to align executive interests with shareholders and reward individual performance and achievement of financial objectives. Fiscal 2026 compensation included base salaries, cash incentive payments tied to revenue and EBIT growth, equity awards, and standard benefits and perquisites. The Company reports that its 2026 bonus thresholds were exceeded and that payouts were 166% of target, producing bonuses of $448,864 for the CEO and $224,432 for the CFO. The filing also notes that approximately 94% of votes cast at the 2025 annual meeting supported the prior advisory compensation proposal. The Board and Personnel and Compensation Committee will consider the voting results in future compensation decisions, particularly if there is a significant vote against the proposal. The vote does not bind the Company, the Board, or the Personnel and Compensation Committee, and approval requires a majority of the voting power represented and entitled to vote at the meeting. The Board recommends FOR because it believes the compensation program appropriately supports performance and shareholder alignment.
Approve the Electromed, Inc. Employee Stock Purchase Plan, which would allow eligible employees to buy Company common stock through payroll deductions at a discount.
Proposal 4 asks shareholders to approve Electromed’s Employee Stock Purchase Plan, or ESPP. The Plan would allow eligible employees of the Company and participating affiliates to purchase common stock through payroll deductions at a discount to market price. The Company is seeking approval because shareholder approval is required to satisfy Section 423 of the Internal Revenue Code, and the Plan is intended to qualify as a Section 423 employee stock purchase plan. The Plan reserves 750,000 shares, representing approximately 9% of outstanding shares as of the September 16, 2026 record date. Eligible employees could generally contribute between 1% and 10% of eligible compensation, subject to Committee-established limits and the statutory $25,000 annual purchase limitation. The purchase price would generally be the lesser of 85% of fair market value on the first trading day or 85% of fair market value on the last trading day of a purchase period. Purchase periods would generally run for six months, and approximately 193 employees were eligible to participate as of the record date. The Personnel and Compensation Committee would administer the Plan and could adjust purchase periods, designate participating affiliates, and adopt rules for administration and foreign employees. The Plan may support employee ownership and retention, but it also creates potential dilution because shares issued under it would increase the Company’s outstanding equity. The Board recommends FOR because approval is needed for the intended tax qualification and because the Plan provides employees a convenient discounted stock-purchase opportunity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | J.E. Simmons & Co., P.C. | 5.78% | 483,822 | $20M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.39% | 283,232 | $12M |
| 3 | BlackRock, Inc. | 3.07% | 256,692 | $11M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 2.65% | 221,845 | $9M |
| 5 | PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 2.61% | 218,520 | $9M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 191,858 | $8M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.02% | 169,333 | $7M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.00% | 167,492 | $7M |
| 9 | HUNTER ASSOCIATES INVESTMENT MANAGEMENT LLC | 1.86% | 155,878 | $7M |
| 10 | GAMCO INVESTORS, INC. ET AL | 1.70% | 142,000 | $6M |
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