DEF: KORU Medical Systems Sets Date for 2025 Annual Shareholder Meeting

KORU Medical Systems announces its 2025 Annual Meeting of Shareholders to be held on May 14, 2025, covering director elections, executive compensation, and auditor ratification.

Summary

• KORU Medical Systems, Inc. will hold its 2025 Annual Meeting of Shareholders on May 14, 2025, at 8:00 a.m. Eastern Time at the company's offices in Mahwah, NJ.
• Shareholders of record as of March 17, 2025, are entitled to vote at the meeting.
• The meeting will address the election of directors, advisory approval of executive compensation, ratification of the appointment of independent registered public accountants, and any other business that may properly come before the meeting.
• The Board of Directors recommends voting FOR each of the director nominees and FOR the proposals regarding executive compensation and auditor ratification.
• Shareholders can vote by mail, internet, or mobile device prior to the meeting, or in person at the Annual Meeting.
• The proxy statement and annual report are available online, and shareholders can request paper copies free of charge.
• As of the record date, March 17, 2025, there were 46,102,840 shares of common stock outstanding, including 750,000 shares of unvested restricted common stock entitled to vote.
• The Board of Directors currently has 7 members, and all current directors are standing for election at the 2025 Annual Meeting.
• The company's non-employee director compensation includes a cash retainer of $50,000 and a common stock award of $60,000 annually.
• The Audit Committee has selected Cherry Bekaert LLP as the company's independent auditors for fiscal year 2025.
• Cherry Bekaert LLP billed the company $118,860 for audit fees in fiscal year 2024.
• As of April 2, 2025, Joseph M. Manko, Jr. and Horton Capital Management, LLC each beneficially own 6,388,877 shares, representing 13.9% of the outstanding shares.
• Topline Capital Management, LLC beneficially owns 4,585,532 shares, representing 9.9% of the outstanding shares.
• First Light Asset Management, LLC beneficially owns 4,462,332 shares, representing 9.7% of the outstanding shares.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for shareholders to make informed decisions. The sentiment is slightly positive due to the company's commitment to good governance practices and shareholder engagement.

Positives

• The company provides multiple methods for shareholders to vote, including mail, internet, mobile device, and in person.
• The company has a Lead Director structure to ensure independent oversight.
• The company has stock ownership guidelines for directors and executive officers to align their interests with shareholders.
• The company has a clawback policy for incentive-based compensation in the event of an accounting restatement.
• The company prohibits hedging and pledging of company shares by directors, officers, and employees.
• The company conducts annual board and committee self-evaluations to improve effectiveness.
• The company has a Code of Ethics applicable to all directors, officers, and employees.
• The company has an Ethics Hotline for employees to raise concerns or seek advice.
• The company is committed to corporate responsibility, including sustainable practices and ethical sourcing.
• The company offers a robust health and wellness package to its employees.

Future Outlook

The Board will continue to monitor and evaluate our executive compensation in light of our shareholders views, before making any appropriate adjustments, and continue to consider the outcome of our say-on-pay votes and our shareholders views when making future compensation decisions for our named executive officers.

Industry Context

This proxy statement is a standard document for publicly traded companies, ensuring transparency and shareholder participation in key decisions. The topics covered, such as director elections, executive compensation, and auditor ratification, are typical for annual shareholder meetings.

Comparison to Industry Standards

• The director compensation structure, including cash retainers and stock awards, is consistent with industry practices for companies of similar size and stage.
• The company's corporate governance practices, such as annual director elections, independent board committees, and stock ownership guidelines, align with best practices recommended by corporate governance organizations like the National Association of Corporate Directors (NACD).
• The use of an independent compensation consultant (AON plc) to benchmark executive compensation is a common practice among publicly traded companies to ensure competitiveness and alignment with performance.
• The clawback policy for incentive-based compensation is in line with regulatory requirements and industry trends to hold executives accountable for financial misstatements.

Stakeholder Impact

• Shareholders will be able to vote on key decisions affecting the company's direction and governance.
• Executive officers' compensation is subject to shareholder approval, aligning their interests with those of the shareholders.
• The selection of an independent auditor ensures the integrity of the company's financial statements, benefiting all stakeholders.
• The company's commitment to corporate responsibility and ethical practices enhances its reputation and long-term sustainability, positively impacting employees, customers, and the community.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote on the proposals.
• The company will announce the final voting results on a Form 8-K filed with the Securities and Exchange Commission following the Annual Meeting.
• The Board of Directors and the Compensation Committee will review and consider the voting results in future decisions regarding executive compensation.

Key Dates

Keywords

proxy statement, annual meeting, shareholders, directors, executive compensation, audit committee, KORU Medical Systems, governance, voting, compensation, auditors