CorMedix Inc. (CRMD)
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AGM 2026

Jun 23, 2026

Summary

The meeting saw the election of all director nominees, approval of executive compensation, and auditor ratification. Five charter-related proposals failed to pass. No questions were raised by stockholders during the session.

Susan Blum
EVP and CFO, CorMedix

Good morning. I am Susan Blum, Chief Financial Officer of CorMedix Inc. It's a pleasure to welcome you to our 2026 Annual Meeting of Stockholders. Today's meeting is being held virtually, as this allows us to reach a greater number of our stockholders. This meeting is now called to order. Before we begin, I would like to introduce the company's officers who are with us today, including Joseph Todisco, CorMedix Chairman and Chief Executive Officer, Liz Hurlburt, CorMedix EVP and Chief Operating Officer, Beth Zelnick Kaufman, CorMedix EVP and Chief Legal and Compliance Officer and Corporate Secretary, Mike Seckler, CorMedix EVP and Chief Commercial Officer, and Dr. Matt David, CorMedix EVP and Chief Business Officer. I would also like to extend a welcome to our board members who are joining us today. I would now like to turn the meeting over to Beth Zelnick Kaufman to handle procedural matters.

Beth Zelnick Kaufman
EVP, Chief Legal and Compliance Officer, and Corporate Secretary, CorMedix

Thank you, Susan. I've been appointed the secretary of the meeting. Anthony Perrito of the Perrito Group, an independent inspector of election firm, has been appointed the Inspector of Elections for the meeting and has signed an oath of office, which is available for your examination and will be filed with the minutes of the meeting. I will handle procedural matters and conduct the formal business of the meeting. The board of directors fixed April 24th, 2026 as the record date for the meeting. Only company stockholders of record on the close of business on that date are entitled to vote at this meeting. I've received an affidavit of mailing from Broadridge Financial Solutions Inc, confirming that the proxy materials were mailed on or about April 28th, 2026 to all holders of record of common stock, Series E preferred stock, and Series C-3 preferred stock.

The affidavit of mailing will be maintained with the minutes of this meeting. There were 79,151,589 votes eligible to be cast on all proposals at this meeting. There are 61,235,057 votes that are represented by proxy. This represents approximately 77.36% of the total voting power of the shares eligible to vote. A quorum is present, and the meeting is duly constituted for the purpose of transacting business properly before it. We will present each matter to be acted on at this meeting. At the conclusion of the discussion of all items, the polls will close, and we will take the vote. We will vote by proxy today. If you have turned in your proxy card or have voted by internet, telephone, or mail before this meeting and do not intend to change your vote, you do not need to take any further action at this time.

The polls will remain open until the close of voting during this meeting. Any stockholder who wishes to vote at this meeting and has not already done so may follow the instructions on the meeting website now. The polls will close shortly. Preliminary results of the voting will be reported at the end of this meeting. As described in the notice of meeting, eight proposals are being brought before the stockholders today. These proposals have been described in the proxy materials previously made available to all stockholders of record for the meeting. The first proposal in which we are voting today is the election of seven directors to serve on the company's board of directors until our next annual meeting or until their successors have been qualified and elected.

The proposal slate of directors consists of Janet Dillione, Gregory Duncan, Alan Dunton, Myron Kaplan, Steven Lefkowitz, Robert Stewart, and Joseph Todisco. The second proposal in which we are voting today is to approve on a non-binding advisory basis the compensation of our named executives for 2025. The third proposal in which we are voting today is the ratification of the appointment of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The fourth proposal in which we are voting today is to ratify the certificate of designation amendments. The fifth proposal in which we are voting today is to approve the amendments to the company's charter to make technical changes.

The sixth proposal in which we are voting today is to approve an amendment to the company's charter to update the approval process for amendments relating solely to the terms of one or more series of preferred stock by permitting such amendments to be approved by the holders of the applicable series without a separate vote of common stockholders to the extent permitted by Delaware law, and provided that no changes are made to the terms of the common stock. The seventh proposal in which we are voting today is to approve an amendment to the company's charter to designate the exclusive forums in which certain claims relating to the company may be brought.

The eighth proposal in which we are voting today is to approve an amendment to the company's charter to limit certain officers' personal liability for monetary damages for breaches of the duty of care as permitted by Delaware law. If you have not yet voted by proxy, please follow the directions on the meeting website now to vote. The polls are now closed. For the results of the voting, I will now turn the meeting over to Susan Blum.

Susan Blum
EVP and CFO, CorMedix

Thank you, Beth. We have completed the preliminary tally of the votes. The preliminary results are as follows. The first proposal was to elect seven directors to serve on the company's board of directors until the next annual meeting or until their successors have been elected and qualified. I hereby declare that all of the nominees received sufficient votes and that therefore, each of Ms. Dillione, Mr. Duncan, Mr. Dunton, Mr. Kaplan, Mr. Lefkowitz, Mr. Stewart, and Mr. Todisco is elected to the board. The second proposal was to approve, on a non-binding advisory basis, our executive compensation for 2025. I hereby declare that the proposal has been passed by the necessary vote. The third proposal was the ratification of the appointment of CBIZ CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31st, 2026.

I hereby declare that the proposal has been passed by the necessary vote. The fourth proposal was the ratification of the certificate of designation amendments. I hereby declare that the proposal has failed to receive the necessary vote and therefore has not been approved. The fifth proposal was to approve the amendment to the company's charter to make technical changes. I hereby declare that the proposal has failed to receive the necessary vote, and therefore has not been approved.

The sixth proposal was to approve an amendment to the company's charter to update the approval process for amendments relating solely to the terms of one or more series of preferred stock by permitting such amendments to be approved by the holders of the applicable series without a separate vote of common stockholders to the extent permitted by Delaware law, and provided that no changes are made to the terms of the common stock. I hereby declare that the proposal has failed to receive the necessary vote and therefore has not been approved. The seventh proposal was to approve an amendment to the company's charter to designate the exclusive forums in which certain claims relating to the company may be brought. I hereby declare that the proposal has failed to receive the necessary vote and therefore has not been approved.

The eighth proposal was to approve an amendment to the company's charter to limit certain officers' personal liability for monetary damages for breaches of the duty of care as permitted by Delaware law. I hereby declare that the proposal has failed to receive the necessary vote and therefore has not been approved. A full tally of the final voting results will be reported on a Form 8-K to be filed with the SEC within four business days of this meeting. Beth, have we received any questions pertinent to the business of the meeting?

Beth Zelnick Kaufman
EVP, Chief Legal and Compliance Officer, and Corporate Secretary, CorMedix

We have not.

Susan Blum
EVP and CFO, CorMedix

Thank you, Beth. This brings the formal business of the meeting to an end. I would like to thank all the stockholders who participated by proxy. There being no further business, do I have a motion to adjourn the meeting?

Beth Zelnick Kaufman
EVP, Chief Legal and Compliance Officer, and Corporate Secretary, CorMedix

I motion to adjourn the meeting.

Susan Blum
EVP and CFO, CorMedix

Is there a second? I second the motion. The meeting is adjourned. This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.