Q. WHAT HAPPENS IF I RETURN MY SIGNED PROXY CARD BUT FORGET TO INDICATE HOW
I WANT MY SHARES OF COMMON STOCK VOTED?
If you sign, date and return your proxy and do not mark how you want to
vote, your proxy will be counted as a vote "FOR" all of the nominees for
directors and "FOR" the ratification of our independent registered public
accounting firm, and in the discretion of the proxy holders for such other
business as may properly come before the meeting.
Q. WHAT HAPPENS IF I DO NOT INSTRUCT MY BROKER HOW TO VOTE OR IF I MARK
"ABSTAIN" ON THE PROXY?
If you mark your proxy "abstain," your vote will have the same effect as a
vote against the proposal or the election of the applicable director. If
you do not instruct your broker how to vote, your broker will vote your
shares for you at his or her discretion on routine matters such as the
election of directors and ratification of the independent registered public
accounting firm. Broker non-votes with respect to a matter will not be
considered as present and entitled to vote with respect to that matter and
thus will have no effect on the vote for that matter.
Q. CAN I CHANGE MY VOTING INSTRUCTIONS BEFORE THE MEETING?
Yes. You can revoke your proxy at any time before it is exercised by timely
delivery of a properly executed, later-dated proxy, by a written revocation
of your proxy sent to the Secretary of Stereotaxis, Inc., or by voting at
the
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meeting. The method by which you vote by a proxy will in no way limit your
right to vote at the meeting if you decide to attend in person. If your
shares are held in the name of a bank or brokerage firm, you must obtain a
proxy, executed in your favor, from the bank or broker, to be able to vote
at the meeting.
Q. WHAT DO I NEED TO DO IF I PLAN TO ATTEND THE MEETING IN PERSON?
If your shares are held in the name of a bank, broker or other holder of
record, you must present proof of your ownership, such as a bank or
brokerage account statement, to be admitted to the meeting. All
stockholders must also present a form of personal identification in order
to be admitted to the meeting.
II. PROPOSAL I: ELECTION OF DIRECTORS
Under the Company's restated certificate of incorporation, the
number of directors shall be fixed by the board of directors in the manner
provided in the Company's bylaws. Under the Company's restated bylaws,
subject to the rights of the holders of any series of preferred stock, the
number of directors of the Company may be fixed or changed from time to
time by resolution of a majority of the board of directors; provided the
number shall be no less than three (3) and no more than fifteen (15), or,
if the number is not fixed, the number shall be ten (10). Currently, we
have authorized a thirteen (13) member board of directors. Under the
Company's restated bylaws, the directors are divided into three (3)
classes, Class I, Class II and Class III, each class to be as nearly equal
in number as possible. The term of office of each director shall be until
the third annual meeting following his or her election and until the
election and qualification of his or her successor, provided however that
the directors first serving as Class II directors shall serve for a term
expiring at this Annual Meeting of Stockholders, and the directors first
serving as Class III directors shall serve for a term expiring at the
annual meeting of stockholders next following December 31, 2006.
The nominating and corporate governance committee of the board of
directors has nominated the Class II Directors, Christopher Alafi, Ph.D.,
Ralph G. Dacey, Jr., M.D., Abhijeet J. Lele and Robert J. Messey, to serve
as directors until the 2009 Annual Meeting of Stockholders. Certain
information with respect to the nominees for election and the other
directors whose terms of office as directors will continue after the Annual
Meeting of Stockholders is set forth under the heading "Directors and
Officers" below. Proxies cannot be voted for a greater number of persons
than the number of nominees named in each Class.
The board of directors does not contemplate that any of the nominees
will be unable to stand for election, but should any nominee become unable
to serve or for good cause will not serve, all proxies (except proxies
marked to the contrary) will be voted for the election of a substitute
nominee as our board may recommend.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE NAMED NOMINEES AS DIRECTORS
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III. DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is the name, age, position and a brief account of
the business experience of each of the executive officers, directors, and
nominees. There are no family relationships between any of our directors
and executive officers.
NAME AGE POSITION(S)
---- --- -----------
Bevil J. Hogg 57 President and Chief Executive Officer, Director
Michael P. Kaminski 46 Chief Operating Officer
James M. Stolze 62 Vice President and Chief Financial Officer
Douglas M. Bruce 48 Senior Vice President, Research & Development
Melissa C. Walker 49 Senior Vice President, Regulatory, Quality, and Compliance
Ruchir Sehra, M.D. 37 Vice President, Clinical Affairs and Chief Medical Officer
Fred A. Middleton 56 Chairman of the Board of Directors
Abhi Acharya, Ph.D. 65 Director
Christopher Alafi, Ph.D. 42 Director
David W. Benfer 59 Director
Ralph G. Dacey, Jr., M.D. 57 Director
Gregory R. Johnson, Ph.D. 62 Director
William M. Kelley 70 Director
Abhijeet J. Lele 40 Director
Robert J. Messey 60 Director
William C. Mills III 50 Director
|
Bevil J. Hogg has served as our President, Chief Executive Officer
and a director since June 1997. From 1994 through 1996, Mr. Hogg served as
President and Chief Executive Officer of Everest & Jennings International
Ltd., a manufacturer of wheelchairs and other hospital, home care and
nursing home products. Prior to Everest & Jennings, he was a founder or
co-founder of three companies, including Trek Bicycle Corporation. Mr. Hogg
received a Diplome Superior d'Etudes Francaises from the Sorbonne
(University of Paris, France).
Michael P. Kaminski has served as our Chief Operating Officer since
he joined the Company in April 2002. Prior to joining the Company, Mr.
Kaminski spent nearly 20 years with Hill-Rom Company (Hillenbrand
Industries). In his last position with Hill-Rom, Mr. Kaminski served as
Senior Vice President of North American Sales and Service. Prior to that,
he served as General Manager of the Acute Care Hospital Division of
Hill-Rom. Mr. Kaminski earned an M.B.A. from Xavier University and a B.S.
in Marketing from Indiana University.
James M. Stolze has served as our Vice President and Chief Financial
Officer since he joined the Company in May 2004. Prior to joining the
Company, Mr. Stolze spent eight years as Executive Vice President and Chief
Financial Officer of MEMC Electronic Materials, Inc., from 1995 to 2003.
Prior to MEMC, Mr. Stolze was an audit partner with KPMG LLP. Mr. Stolze
currently sits on the board of directors and audit committee of ESCO
Technologies, Inc., a public company listed on the New York Stock Exchange.
Mr. Stolze earned an M.B.A. from the University of Michigan and a B.S. in
Mechanical Engineering from the University of Notre Dame and is a certified
public accountant.
Douglas M. Bruce has served as our Senior Vice President, Research &
Development since he joined the Company in May 2001. Prior to joining the
Company, Mr. Bruce was Vice President, Product Development and Marketing,
for Intuitive Surgical, Inc., a developer and manufacturer of
computer-enhanced minimally invasive surgery systems, from 1997 to 2001.
Prior to Intuitive Surgical, Mr. Bruce was a Vice President of Engineering
at Acuson Corp, a manufacturer of diagnostic ultrasound systems, and has
held positions in mechanical, process and manufacturing engineering at
Tandon Corp, ISS Sperry Univac and IBM. Mr. Bruce received a M.S. in
Mechanical
4
Engineering from the University of Santa Clara and a B.S. in Mechanical
Engineering from the University of California at Berkeley.
Melissa Walker has served as our Senior Vice President, Regulatory,
Quality, and Compliance since March 2006. From 2005 to March 2006 she
served as our Vice President, Regulatory Affairs and Quality Systems, and,
since joining the Company in 2001 to 2005 she served as our Vice President
Regulatory, Quality, and Clinical Affairs. Prior to joining the Company,
Ms. Walker led the global regulatory team at Bausch & Lomb Surgical, Inc.,
a subsidiary of Bausch & Lomb, Inc. and a leading manufacturer of surgical
instruments for the eye, from 1997 to 2000. Prior to Bausch & Lomb
Surgical, Inc., Ms. Walker was Director of Regulatory Affairs at Ethicon
Endo-Surgery, Inc., a Johnson & Johnson Company and a recognized leader in
the manufacture of surgical instruments used for minimally invasive
surgery, from 1992 to 1997. Ms. Walker served on the board of directors for
the Regulatory Affairs Professionals Society from 1997 to 2002 and was
formerly the Board Chairman. Ms. Walker received a M.S. degree in Zoology
and a B.S. in Biology from East Texas State University.
Ruchir Sehra, M.D., has served as our Vice President and Chief
Medical Officer since joining the Company in 2005. Prior to joining the
Company, Dr. Sehra spent nearly two years as Vice President of Clinical
Affairs and Medical Director for CryoCor, Inc. a privately held cardiac
medical device manufacturer. Prior to his employment at CryoCor, Dr. Sehra
served from 1999 to 2004 as Associate Professor of Pediatrics and Medicine
at Loma Linda University where he practiced full time electrophysiology and
was Director of Business Operations for an 85 physician practice. Dr. Sehra
received his B.A. from Wabash College and his M.D. from Indiana University
School of Medicine. He also received an MBA from the University of
California, Irvine. He is fellow of the American College of Cardiology.
Fred A. Middleton has served as the Chairman of our board of
directors since June 1990. Mr. Middleton has been a General Partner and
Managing Director of Sanderling Ventures since 1987. Prior to that time,
from 1984 to 1986 Mr. Middleton was Managing General Partner of Morgan
Stanley Ventures. He joined Genentech, Inc. in 1978 and was a part of the
start-up management team from 1978 to 1984 serving in the roles of Vice
Presidencies of Finance, Administration, and Corporate Development, and
Chief Financial Officer. Mr. Middleton also served as President of
Genentech Development Corporation. Prior to that time, he served as a
consultant with McKinsey & Company and as a Vice President of Chase
Manhattan Bank. Mr. Middleton also serves as a Director of Favrille, Inc. a
public biotechnology company, and several private companies in the
biomedical field. He holds an M.B.A., with Distinction, from Harvard
University and a B.S. degree in Chemistry from the Massachusetts Institute
of Technology.
Abhi Acharya, Ph.D. has served as a director since February 2005.
Dr. Acharya is currently self-employed as a consultant in the medical
device industry. From 1994 to 1997, he was the Vice President Regulatory
Affairs, Quality Assurance and Clinical Research at Target Therapeutics and
from 1993 to 1994, he was a Senior Technical Advisor at Biometric Research
Institute. From 1977 to 1993, Dr. Acharya held various positions at the
U.S. Food and Drug Administration including Director of the Division of
Cardiovascular, Respiratory and Neurological Devices. He currently serves
as a director at Neomend, Inc, InfraReDx, Inc. and Regen Biologics after
having previously served as a director of Somnus. Dr. Acharya holds a B.
Tech degree in Metallurgical Engineering from the Indian Institute of
Technology (Kharagpur, India) and an M.S. and Ph.D. in Biomaterials
Engineering from Northwestern University.
Christopher Alafi, Ph.D., has served as a director since August
2000. Dr. Alafi has been a General Partner of Alafi Capital Company, LLC, a
venture capital firm, since 1995. He was previously a Physiology and
Anatomy teacher at Santa Monica College, a visiting scholar at Stanford
University (Chemistry Department) and a researcher at DNAX. Dr. Alafi
received a B.A. in Biology from Pomona College and a D.Phil. in
Biochemistry from the University of Oxford.
David W. Benfer has served as a director since February 2005. Since
1999, Mr. Benfer has served as President and Chief Executive Officer of
Saint Raphael Healthcare System and the Hospital of Saint Raphael, New
Haven, Connecticut. Previously, he was the President and Chief Executive
Officer of the Provena-Saint Joseph/Morris Health Network in Joliet,
Illinois from 1992 to 1999. Mr. Benfer served as Senior Vice President for
Hospital and Urban Affairs for the Henry Ford Health System in Detroit and
Chief Executive Officer of the Henry Ford Hospital from 1985 to 1992. He
served as the Chairman of the Americal College of Healthcare Executives
(ACHE) from 1998
5
to 1999 and on their Board of Governors from 1992 to 2000. Mr. Benfer was
named a Fellow of ACHE in 1981 and serves on the Board of the Catholic
Health Association. He earned his B.S.B.A. from Wittenburg University and
his M.B.A. from Xavier University.
Ralph G. Dacey, Jr., M.D., has served as a director since March
2003. Dr. Dacey has been Professor and Chairman of the Department of
Neurosurgery at Washington University School of Medicine in St. Louis since
1989. Prior to joining Washington University, he was an Assistant Professor
of Neurological Surgery at the University of Washington and Professor and
Chief of the Division of Neurosurgery at the University of North Carolina
at Chapel Hill. Dr. Dacey received his B.A. from Harvard University and his
M.D. from the University of Virginia School of Medicine. He has served as
the Secretary and then Chairman of the American Board of Neurological
Surgeons and as Chairman of the Editorial Board of the Journal of
Neurosurgery. Dr. Dacey is also the Chairman of our Scientific Advisory
Board and served as Principal Investigator of our first Human Clinical
Trial (frontal lobe biopsy).
Gregory R. Johnson, Ph.D., has served as a director since October
1994. Currently, Dr. Johnson is a Managing Director of Prolog Ventures,
LLC, a life sciences focused venture capital management firm based in St.
Louis. Dr. Johnson organized Prolog in 2000 following 13 years as a General
Partner with Gateway Associates. Prior to joining Gateway, Dr. Johnson
served as Vice President of Monsanto Venture Capital Company. Dr. Johnson
is currently a director of Everest Biomedical Instruments Company and
Singulex, Inc. Dr. Johnson received a Ph.D. and M.A. in Physics from the
University of Rochester and a B.S. in Physics from the Massachusetts
Institute of Technology.
William M. Kelley has served as a director since January 2003. Mr.
Kelley is the current Chairman of Hill-Rom Company, a position he has held
since 1995. While at Hill-Rom, Mr. Kelley also served as President and CEO
from 1992 to 1995, Sr. Vice President, Sales and Operations from 1989 to
1992 and Sr. Vice President, Sales and Marketing from 1980 to 1989. He
currently serves on the Board of National Committee for Quality Health Care
and is a member of HRDI (Healthcare, Research & Development Institute) and
Health Insights. He has been honored numerous times for his contributions
to the healthcare industry including as an Honorary Fellow of the American
College of Health Care Executives. He was educated at Hanover College and
George Washington University.
Abhijeet J. Lele has served as a director since April 2004. Mr. Lele
is a Managing Member of EGS Healthcare Capital Partners, a venture capital
firm based in Rowayton, Connecticut, focusing on investments in medical
device, biopharmaceutical and specialty pharmaceutical companies. He joined
EGS in 1998, after spending four years in the health care practice of
McKinsey & Company. Before McKinsey, Mr. Lele held operating positions with
Lederle Laboratories, Progenics Pharmaceuticals and Clontech Laboratories.
He is currently a director of EP MedSystems, CryoCath Technologies,
OptiScan Biomedical and Ekos Corporation. Mr. Lele received his M.A. in
molecular biology from Cambridge University and his M.B.A. with distinction
from Cornell University.
William C. Mills III has served as a director since June 2000. In
August 2004, Mr. Mills became a managing member of a new management company
being formed by EGS Healthcare Capital Partners to manage EGS Private
Healthcare Partnership III. Before joining EGS, Mr. Mills was a Partner in
the Boston office of Advent International, a venture capital firm, for five
years. At Advent, he was co-responsible for healthcare venture capital
investments and focused on investments in the medical technology and
biopharmaceutical sectors. He has over 25 years of venture capital
experience. Before joining Advent, Mr. Mills spent over 11 years with the
Venture Capital Fund of New England where he was a General Partner. Prior
to that, he spent seven years at PaineWebber Ventures/Ampersand Ventures as
Managing General Partner. He is a member of the Board of Managers of
Ascension Health Ventures. Mr. Mills received his A.B. in Chemistry, cum
laude, from Princeton University, his S.M. in Chemistry from the
Massachusetts Institute of Technology and his M.S. in Management from MIT's
Sloan School of Management.
Robert J. Messey has served as a director since May 2005. Mr. Messey
has served as the Senior Vice President and Chief Financial Officer of Arch
Coal, Inc. since December 2000. Prior to joining Arch Coal, he served as
the Vice President of Financial Services of Jacobs Engineering Group, Inc.
from 1999 to 2000 and as Senior Vice President and Chief Financial Officer
of Sverdrup Corporation from 1992-1999. Mr. Messey was an audit partner at
Ernst & Young from 1981 to 1992. He currently serves as a director and
chairman of the audit committee of Baldor Electric Company. Mr. Messey
earned his B.S.B.A. from Washington University.
6
CORPORATE GOVERNANCE
Our board of directors has determined that each of our directors
other than Mr. Hogg, and each member of the audit committee, compensation
committee, and nominating and corporate governance committee is independent
under the rules of the Nasdaq National Market. As a result, our board
currently has a majority of independent directors consistent with the rules
of the Nasdaq National Market. Our independent directors have regularly
scheduled meetings at which only the independent directors are present.
Our board of directors has established an audit committee, a
compensation committee and a nominating and corporate governance committee
and adopted charters for each of these committees. We believe that the
composition of each of these committees meets the criteria for independence
under, and the functioning of these committees complies with, the
applicable requirements of, the current rules and regulations of the Nasdaq
National Market and Securities and Exchange Commission ("SEC").
BOARD MEETINGS AND COMMITTEES
During fiscal year 2005, the board of directors met six times.
During fiscal year 2005, all incumbent directors attended 75% or more of
the aggregate meetings of the board and of the board committees on which
they served during the period they held office. Directors are encouraged,
but not required, to attend our annual meetings of stockholders.
AUDIT COMMITTEE
Our audit committee currently consists of Messrs. Mills, Messey and
Benfer, all of whom qualify as "independent directors" and as audit
committee members under the Nasdaq National Market rules, and Mr. Mills
serves as the chair of the audit committee. Mr. Messey qualifies as an
audit committee financial expert under SEC rules and regulations. Our board
of directors has determined that each of our current audit committee
members is financially sophisticated as set forth in Rule 4350(d)(2)(A) of
the Nasdaq National Market.
The audit committee assists our board of directors in its oversight of:
* the integrity of our financial statements;
* our accounting and financial reporting process, including our
internal controls;
* our compliance with legal and regulatory requirements;
* the independent registered public accountants' qualifications and
independence; and
* the performance of our independent registered public accountants.
The audit committee has direct responsibility for the appointment,
compensation, retention and oversight of our independent registered public
accountants. In addition, the audit committee must approve in advance:
* any related-party transaction that creates a conflict of interest
situation;
* all audit services; and
* all non-audit services, except for de minimis non-audit services,
provided the audit committee has approved such de minimis services
prior to the completion of the audit.
During fiscal year 2005, the audit committee met seven times. Our
written audit committee charter was previously attached as Exhibit A to our
Proxy Statement filed with the SEC on April 14, 2005.
7
COMPENSATION COMMITTEE
Our compensation committee currently consists of Messrs. Middleton,
Johnson and Kelley, each of whom qualify as "independent directors" under
the Nasdaq National Market rules and as "outside directors" under the
Internal Revenue Code of 1986. Mr. Middleton serves as the chair of the
compensation committee.
The compensation committee assists management and our board of
directors in:
* defining an executive compensation policy;
* determining the total compensation package for our chief executive
officer and other executive officers; and
* administering each of our equity-based compensation plans and
profit sharing plans, including our 1994 Stock Option Plan, our
2002 Stock Incentive Plan, our 2002 Non-Employee Directors' Stock
Plan and our 2004 Employee Stock Purchase Plan.
During fiscal year 2005, the compensation committee met five times.
Our written compensation committee charter was previously attached as
Exhibit B to our Proxy Statement filed with the SEC on April 14, 2005.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Our nominating and corporate governance committee currently consists
of Messrs. Mills, Acharya and Lele, each of whom qualify as "independent
directors" under the Nasdaq National Market rules. Mr. Mills serves as
chairman of the nominating and corporate governance committee. The
nominating and corporate governance committee assists the board of
directors in:
* identifying and evaluating individuals qualified to become board
members;
* reviewing director nominees received from stockholders;
* selecting director nominees for submission to the stockholders at
our annual meeting; and
* selecting director candidates to fill any vacancies on the board
of directors.
The nominating and corporate governance committee is also
responsible for developing and recommending to the board of directors a set
of corporate governance guidelines and principles applicable to us.
During fiscal year 2005, the nominating and corporate governance
committee met four times. Our written nominating and corporate governance
committee charter was attached as Exhibit C to our Proxy Statement filed
with the SEC on April 14, 2005.
DIRECTOR NOMINATIONS
Our restated bylaws provide that stockholders seeking to bring
business before an annual meeting of stockholders, or to nominate
candidates for election as directors at an annual meeting of stockholders,
must provide timely notice in writing. To be timely, a stockholder's notice
must be delivered to or mailed and received at our principal executive
offices not more than 120 days or less than 90 days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders. However, in the event that the annual meeting is called for a
date that is not within 30 days before or after such anniversary date,
notice by the stockholder in order to be timely must be received not later
than the close of business on the 10th day following the date on which
notice of the date of the annual meeting was mailed to stockholders or made
public, whichever first occurs. Our restated bylaws specify requirements as
to the form and content of a stockholder's notice. These provisions may
preclude stockholders from bringing matters before an annual meeting of
stockholders or from making nominations for directors at an annual meeting
of stockholders.
8
Any stockholder wishing to submit a candidate for consideration
should send the following information to the Corporate Secretary,
Stereotaxis, Inc., 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri
63108:
* Stockholder's name, number of shares owned, length of period held,
and proof of ownership;
* Name, age, business and residential address of candidate;
* A detailed resume describing among other things the candidate's
educational background, occupation, employment history, and
material outside commitments (e.g., memberships on other boards
and committees, charitable foundations);
* A supporting statement which describes the candidate's reasons for
seeking election to the board, and documents his/her ability to
satisfy the director qualifications described herein;
* Any information relating to the candidate that is required to be
disclosed in the solicitation of proxies for election of director;
* The class and number of shares of our capital stock that are
beneficially owned by the candidate;
* A description of any arrangements or understandings between the
stockholder and the candidate; and
* A signed statement from the candidate, confirming his/her
willingness to serve on the board.
Our Corporate Secretary will promptly forward such materials to the
chair of our nominating and corporate governance committee and our Chairman
of the Board. Our Corporate Secretary will also maintain copies of such
materials for future reference by the committee when filling board
positions. Stockholders may submit potential director candidates at any
time pursuant to these procedures. The committee will consider such
candidates if a vacancy arises and at such other appropriate times.
Notwithstanding the foregoing, the committee is not obligated to review any
candidate for which the required information is not provided by the time
set forth in our restated bylaws for the nomination of director candidates
by a stockholder that is not approved by the committee or the board. See
also "General Information - Stockholder Proposals."
STOCKHOLDER COMMUNICATIONS POLICY
Any security holder wishing to send communications to our board
should send the written communication and the following information to our
Corporate Secretary, Stereotaxis, Inc., 4320 Forest Park Avenue, Suite 100,
St. Louis, Missouri 63108:
* Security holder's name, number of shares owned, length of period
held, and proof of ownership;
* Name, age, business and residential address of security holder;
and
* Any individual director or committee to which the security holder
would like to have the written statement and other information
sent.
The Corporate Secretary will forward the information to the Chairman
of the Board, if addressed to the full board, or to the specific director
to which the communication is addressed.
9
CODE OF ETHICS AND BUSINESS CONDUCT
Our Board of Directors adopted a Code of Business Conduct and Ethics
for all of our directors, officers and employees effective August 1, 2004.
Stockholders may request a free copy of our Code of Ethics and Business
Conduct from our Chief Financial Officer as follows:
Stereotaxis, Inc.
Attention: James M. Stolze
4320 Forest Park Avenue, Suite 100
St. Louis, MO 63108
314-678-6100
To the extent required by law or the rules of the Nasdaq National
Market, any amendments to, or waivers from, any provision of the Code of
Business Conduct and Ethics will be promptly disclosed publicly. To the
extent permitted by such requirements, we intend to make such public
disclosure by posting the relevant material on our website
(www.stereotaxis.com) in accordance with SEC rules.