8-K
Neuronetics, Inc. (STIM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 22, 2025
NEURONETICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38546 | 33-1051425 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 3222 Phoenixville Pike, Malvern, PA | 19355 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (610) 640-4202
(Former name or former address, if changed since last report.) Not applicable.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol (s) | Name on each exchange<br>on which registered |
|---|---|---|
| Common Stock ($0.01 par value) | STIM | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
Neuronetics, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 22, 2025 (the “Annual Meeting”). A total of 53,563,675 shares of common stock, representing approximately 81.38% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:
| Nominees | For | Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Avinash N. Amin, M.D. | 37,672,404 | 45,557 | 15,845,714 | |||
| Robert A. Cascella | 36,984,585 | 733,376 | 15,845,714 | |||
| Sheryl L. Conley | 36,907,654 | 810,307 | 15,845,714 | |||
| Sasha S. Cucuz | 37,671,953 | 46,008 | 15,845,714 | |||
| Glenn P. Muir | 36,984,528 | 733,433 | 15,845,714 | |||
| Megan R. Rosengarten | 36,762,273 | 955,688 | 15,845,714 | |||
| Keith J. Sullivan | 36,987,446 | 730,515 | 15,845,714 |
Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the Company’s stockholders by the votes set forth in the table below:
| 53,498,731 votes | FOR the proposal |
|---|---|
| 12,970 votes | AGAINST the proposal |
| 51,974 votes | ABSTAIN |
Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer during 2024 and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2024 was ratified by the Company’s stockholders by the votes set forth in the table below:
| 36,970,048 votes | FOR the proposal |
|---|---|
| 708,469 votes | AGAINST the proposal |
| 39,444 votes | ABSTAIN |
| 15,845,714 votes | Broker Non-Votes |
Proposal 4: The approval of amendments to our certificate of incorporation and bylaws to eliminate supermajority voting requirements was not approved by the Company’s stockholders by the votes set forth in the table below:
| 11,685,491 votes | FOR the proposal |
|---|---|
| 25,644,606 votes | AGAINST the proposal |
| 202,413 votes | ABSTAIN |
| 16,031,165 votes | Broker Non-Votes |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NONETICS, INC. | |
|---|---|
| (Registrant) | |
| Date: May 28, 2024 | By: |
| Name: | |
| Title: |
All values are in Euros.