APYX.NASDAQApyx Medical CORP
DEF 14A: Apyx Medical Corporation Announces 2024 Annual Meeting of Stockholders
Sentiment:
Proxy Statement
Apyx Medical Corporation will hold its 2024 Annual Meeting of Stockholders on August 8, 2024, to elect directors and ratify the company's independent auditor.
Summary
- Apyx Medical Corporation is holding its Annual Meeting of Stockholders on August 8, 2024, at 9:00 a.m. Eastern Standard Time.
- Stockholders will vote to elect eight directors to the Board to serve until the 2025 Annual Meeting.
- They will also vote to ratify RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- The Board unanimously recommends voting FOR the director nominees and FOR the ratification of the auditor.
- The record date for determining stockholders entitled to vote is June 13, 2024.
- The company estimates the cost of soliciting proxies will be approximately $23,000.
- As of the record date, there were 34,643,926 shares of common stock issued and outstanding.
- The Board appointed Stavros Vizirgianakis as non-executive Chairperson of the Board on May 7, 2024.
- Lawrence J. Waldman is the Lead Independent Director.
- The company's ESG initiatives are sponsored by the CEO and CFO and include a steering committee.
- In 2023, the company engaged in employee volunteer and financial support in educational and environmental matters.
- The Board has adopted a Compensation Recovery Policy (the Clawback Policy), effective October 2, 2023, in compliance with the NASDAQ listing standards and Section 10D of the Exchange Act.
- The company's non-employee directors receive a base annual fee of $40,000, with additional compensation for committee chairs and other roles.
- The company's policy is that employees, non-employees and third parties must obtain authorization from the appropriate department executive manager, for any business relationship or proposed business transaction in which they or an immediate family member has a direct or indirect interest, or from which they or an immediate family member may derive a personal benefit (a related party transaction).
- The maximum dollar amount of related party transactions that may be approved as described above in this paragraph in any calendar year is $120,000.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, which is generally neutral in tone. The company highlights positive growth in revenue and outlines its corporate governance practices, suggesting a moderately positive outlook.
Positives
- The Board is actively engaged in corporate governance, including ESG initiatives and risk management.
- The company has a Compensation Recovery Policy (Clawback Policy) in place.
- The Board includes a Lead Independent Director to ensure independent oversight.
- The company is committed to supporting communities through volunteer work and financial contributions.
- The company has a Code of Ethics in place, with a whistleblower hotline for reporting breaches.
Future Outlook
The company intends to further enhance its outreach efforts during 2024 and into the future to maintain a regular pulse on investor perspectives as it continues to grow.
Industry Context
Apyx Medical operates in the medical device industry, specifically focusing on advanced energy technology. The company's Renuvion and J-Plasma products compete with other energy-based devices used in cosmetic and hospital surgical markets. The company also leverages its expertise in unique waveforms through OEM agreements with other medical device manufacturers.
Comparison to Industry Standards
- The document mentions a peer group of companies used for compensation benchmarking, including Avedro, Inc., BioLife Solutions, Inc., Cutera, Inc., and others.
- This suggests that Apyx Medical aims to align its executive compensation with industry standards for companies of similar size and scope.
- However, the document does not provide specific details on how Apyx Medical's performance or compensation compares to these peers.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chairperson of the Board | Andrew Makrides | Stavros Vizirgianakis | May 7, 2024 | Retirement of Andrew Makrides |
| Chief Financial Officer, Treasurer and Secretary | Tara Semb | Matthew Hill | December 4, 2023 | Tara Semb departed role as CFO |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Appointment | Stavros Vizirgianakis appointed as non-executive Chairperson of the Board. | May 7, 2024 | Strengthens board leadership with extensive medical device industry experience. |
| Policy Adoption | Adoption of a Compensation Recovery Policy (Clawback Policy) in compliance with NASDAQ listing standards and Section 10D of the Exchange Act. | October 2, 2023 | Enhances accountability and allows for recoupment of incentive-based compensation in the event of accounting restatements. |
Related Party Transactions
- Certain relatives of Nikolay Shilev, Apyx Bulgarias Managing Director, are considered related parties.
- Teodora Shileva, Mr. Shilevs spouse, is an employee of the Company working in the accounting department.
- Svetoslav Shilev, Mr. Shilevs son, is a quality manager in the quality assurance department.
Stakeholder Impact
- Shareholders are asked to vote on key proposals, including the election of directors and ratification of the auditor.
- Employees are impacted by the company's compensation policies and benefit plans.
- The company's ESG initiatives reflect a commitment to social responsibility and community engagement.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Stockholders on August 8, 2024.
- The company expects to publish the voting results in a Current Report on Form 8-K within four business days following the Annual Meeting.
Key Dates
| Date | Description |
|---|---|
| March 2010 | Michael Geraghty appointed as Director |
| March 2011 | Lawrence J. Waldman appointed as Director |
| July 2014 | John Andres appointed as Vice-Chairperson of the Board |
| July 2015 | The Companys stockholders approved the 2015 Executive and Employee Stock Option Plan covering a total of 2,000,000 shares of common stock issuable upon exercise of options to be granted under the plan. |
| August 2017 | The Companys stockholders approved the 2017 Executive and Employee Stock Option Plan covering a total of 3,000,000 shares of common stock issuable upon exercise of options to be granted under the plan. |
| March 2018 | Craig Swandal appointed as Director |
| January 2, 2019 | Tara Harris Semb original employment agreement date |
| August 2019 | Minnie Baylor-Henry appointed as Director |
| August 2019 | The Companys stockholders approved the 2019 Share Incentive Plan covering a total of 2,000,000 shares of common stock issuable upon exercise of options to be granted under the plan. |
| September 16, 2020 | The Company entered into an Amended and Restated Employment Agreement with Tara Harris Semb, the Companys Chief Financial Officer, Secretary and Treasurer |
| September 17, 2020 | The Company entered into an Amended and Restated Employment Agreement with Charles D. Goodwin II, the Companys President and Chief Executive Officer |
| September 17, 2020 | The Company entered into an Amended and Restated Employment Agreement with Todd Hornsby, the Companys Executive Vice President |
| August 2021 | Wendy Levine appointed as Director |
| August 2021 | The Companys stockholders approved the 2021 Share Incentive Plan covering a total of 1,375,000 shares of common stock issuable upon exercise of options to be granted under the plan. |
| July 2022 | The company published its first ESG report aligned with the Sustainability Accounting Standards Board (SASB) Medical Equipment industry standards. |
| March 15, 2022 | The Board approved the compensation arrangement for the Corporations non-employee directors |
| October 2, 2023 | The Board adopted a Compensation Recovery Policy (the Clawback Policy), effective October 2, 2023, in compliance with the NASDAQ listing standards and Section 10D of the Exchange Act. |
| November 21, 2023 | The Company entered into an Employment Agreement with Matthew Hill, to appoint Mr. Hill as the Companys Chief Financial Officer, Secretary and Treasurer |
| December 4, 2023 | Matthew Hill assumed role as CFO |
| December 4, 2023 | Tara Semb departed role as CFO |
| December 8, 2023 | The Semb Agreement was terminated on December 8, 2023. |
| August 2023 | The Companys stockholders approved the 2023 Share Incentive Plan covering a total of 1,600,000 shares of common stock issuable upon exercise of options to be granted under the plan. |
| May 7, 2024 | Stavros Vizirgianakis appointed as Chairperson of the Board |
| May 7, 2024 | Andrew Makrides announced his retirement as the Chairperson of the Board and as a director |
| June 13, 2024 | Record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. |
| June 25, 2024 | Date of the Proxy Statement. |
| June 28, 2024 | A notice of internet availability of proxy materials is being mailed to stockholders on or about this date. |
| August 1, 2024 | Deadline for stockholders to register in advance to attend the Annual Meeting. |
| August 8, 2024 | Date of the 2024 Annual Meeting of Stockholders. |
| April 28, 2025 | Deadline for stockholders who intend to solicit proxies in support of director nominees other than the Companys nominees to provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934. |
| May 12, 2025 | Deadline for receipt of written notice of any proposal that is not submitted for inclusion in next years proxy statement to be presented directly at next years annual meeting. |
| February 26, 2025 | Stockholder proposals intended to be considered for inclusion in the proxy statement for presentation at the Companys 2025 Annual Meeting of Stockholders must be received in writing at the Companys offices no later than this date. |
| December 31, 2024 | Moshe Citronowicz employment contract extends to this date. |
Keywords
Annual Meeting, Proxy Statement, Board of Directors, Director Election, Auditor Ratification, Executive Compensation, Corporate Governance, RSM US LLP, Stockholders, Apyx Medical
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