What changed in this filing

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Item 9A. Controls and Procedures

2020-08-25 compared with 2019-08-27 · 56 added, 76 removed, 158 unchanged (46% of the section changed)

36 unchanged sentences

Management’s report was not subject to attestation by the Company’s independent

registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that expect smaller reporting

companies from the auditor attestation requirement.

registered public accounting firm pursuant to the rules of the SEC that exempt smaller reporting companies from the auditor attestation

in Internal Control Over Financial Reporting

7 unchanged sentences

Executive Officers and Corporate Governance.

about our Executive Officers

following sets forth certain information about our current executive officers:

15 unchanged sentences

Cloud State University.

Brock , age 40, joined Electromed in August 2011 as controller and principal accounting officer and became the Company’s

Chief Financial Officer in October 2011.

Prior to joining the Company, Mr.

Brock spent five years with the CPA firm CliftonLarsonAllen

LLP and focused on performing and managing audit and tax engagements in the manufacturing, distribution and technology sectors.

As a Certified Public Accountant, Mr.

Brock also has worked on strategic business planning, risk assessments, and the design and

implementation of internal controls.

Brock brings additional management and leadership experience from serving in the

United States Marine Corps from 1998 to 2002.

Brock has a bachelor’s degree in accounting and finance from the University

of Northern Iowa.

Board has approved a Code of Ethics and Business Conduct (the “Code of Ethics”) that applies to all employees, directors,

and officers, including the Chief Executive Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting

The Code of Ethics is available in the “Investor Relations”

MacCourt , age 42, joined Electromed in May 2020 as Chief Financial Officer.

Prior to joining Electromed, he served as the

Senior Director of Commercial Finance at Starkey Hearing Technologies, a large private hearing aid manufacturer, since August

He was responsible for partnering with Starkey’s senior leadership team to develop and execute the company’s

commercial strategy.

Previously, he spent more than nine years at Medtronic in roles of increasing responsibility, concluding

with his service as Divisional Chief Financial Officer of the Lung Health business from May 2015 to August 2019.

also has an extensive consulting background primarily at PricewaterhouseCoopers, where he held management roles in both financial

process improvement and business analytics.

MacCourt started his career at Procter & Gamble and then ConAgra Foods, where

he held Financial Analyst, Cost Analyst and Business Analyst positions.

MacCourt graduated from Drake University with a joint

degree in Accounting/Finance, and is a Certified Public Accountant (CPA), a CFA charterholder, and a Certified Management Accountant

Board annually reviews and approves revisions to our Code of Ethics and Business Conduct (the “Code of Ethics”) that

applies to all employees, directors, and officers, including the Chief Executive Officer and Chief Financial Officer (Principal

Financial Officer and Principal Accounting Officer).

The Code of Ethics was updated in May 2020 and is available in the “Investor

Relations”

section of our website at www.smartvest.com.

We intend to disclose on our website any amendment to or waiver from any provision of the Code of Ethics that applies to our Chief

Executive Officer or Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and that relates

to any element of the Code of Ethics identified in Item 406(b) of Regulation S-K, as promulgated by the SEC.

Such disclosure will

be provided promptly following the date of the amendment or waiver.

We intend to disclose on our website any amendment to or waiver

from any provision of the Code of Ethics that applies to our Chief Executive Officer or Chief Financial Officer (Principal Financial

Officer and Principal Accounting Officer), and that relates to any element of the Code of Ethics identified in Item 406(b) of

Regulation S-K, as promulgated by the SEC.

Such disclosure will be provided promptly following the date of the amendment or waiver.

additional information required by this item is incorporated herein by reference to the sections labeled “Election of Directors,”

“Corporate Governance,”

“Delinquent Section 16(a) Reports,”

and “Security Ownership Certain Beneficial

Owners and Management”

“and “Security Ownership Certain Beneficial Owners and Management”

if any, under “Delinquent Section 16(a) Reports”

in the Proxy Statement.

37 unchanged sentences

Annual Report on Form 10-K.

otherwise indicated, all documents incorporated into this Annual Report on Form 10-K

by reference to a document filed with the SEC pursuant to the Exchange Act are located

under SEC file number 001-34839.

Articles of Incorporation, as amended through November 8, 2010 (incorporated by reference to Exhibit 3.1 to Annual

Report on Form 10-K for the fiscal year ended June 30, 2015)

Bylaws, as amended through March 28, 2013 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for

the fiscal year ended June 30, 2015)

Description of Securities

Electronically

of warrant issued to investors (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-1, filed

May 3, 2010 (file no.

Composite Articles of Incorporation, as amended through November 8, 2010 (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended June 30, 2015)

Composite Bylaws, as amended through March 28, 2013 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year ended June 30, 2015)

Description of Securities (incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K for the fiscal year ended June 30, 2019)

Electromed, Inc.

2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 15, 2011)*

of Stock Option Award Agreement under the Electromed, Inc.

2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.4

to Quarterly Report on Form 10-Q for the quarter ended December 31, 2011)*

Form of Stock Option Award Agreement under the Electromed, Inc.

2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2011)*

Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 25, 2014)*

of Incentive Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2

to Current Report on Form 8-K filed November 25, 2014)*

of Nonqualified Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to

Exhibit 10.3 to Current Report on Form 8-K filed November 25, 2014)*

of Restricted Stock Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4

to Current Report on Form 8-K filed November 25, 2014)*

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8 (file no.

333-221895))*

of Restricted Award Agreement under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to Annual

Report on Form 10-K for the year ended June 30, 2018)*

of Non-Qualified Option Agreement under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to

Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*

of Restricted Stock Agreement (Non-Employee Directors) under the 2017 Omnibus Incentive Plan (incorporated by reference to

Exhibit 10.13 to Annual Report on Form 10-K for the year ended June 30, 2018)*

Non-Competition,

Non-Solicitation and Confidentiality Agreement with Kathleen Skarvan dated effective December 1, 2012 (incorporated by

reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 3, 2012)*

Non-Competition,

Non-Solicitation, and Confidentiality Agreement with Jeremy Brock dated as of October 18, 2011 (incorporated by reference

to Exhibit 10.2 to Current Report on Form 8-K filed October 19, 2011)*

and Restated Employment Agreement with Kathleen Skarvan dated as of September 21, 2017 (incorporated by reference to Exhibit 10.1

to Current Report on Form 8-K filed September 26, 2017)*

and Restated Employment Agreement with Jeremy Brock dated as of September 21, 2017 (incorporated by reference to Exhibit 10.2

to Current Report on Form 8-K filed September 26, 2017)*

Loan Agreement (Asset Based) with Venture Bank, dated December 18, 2016 (incorporated by reference to Exhibit 10.1

to Current Report on Form 8-K filed December 16, 2016)

to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 18, 2018 (incorporated by reference to

Exhibit 10.1 to Current Report on Form 8-K filed December 18, 2018)

in Terms Agreement with Choice Financial Group, dated December 18, 2018 (incorporated by reference to Exhibit 10.2 to Current

Report on Form 8-K filed December 18, 2018)

of Fiscal Year 2019 Officer Bonus Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for

the quarter ended September 30, 2018)*

Form of Incentive Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed November 25, 2014)*

Form of Nonqualified Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed November 25, 2014)*

Form of Restricted Stock Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed November 25, 2014)*

Electromed, Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8)*

Form of Restricted Award Agreement under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K for the year ended June 30, 2018)*

Form of Non-Qualified Option Agreement under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*

Form of Restricted Stock Agreement (Non-Employee Directors) under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K for the year ended June 30, 2018)*

Non-Competition, Non-Solicitation and Confidentiality Agreement with Kathleen Skarvan dated effective December 1, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 3, 2012)*

Non-Competition, Non-Solicitation, and Confidentiality Agreement with Jeremy Brock dated as of October 18, 2011 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed October 19, 2011)*

Amended and Restated Employment Agreement with Kathleen Skarvan dated as of December 2, 2019 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 6, 2019)*

Amended and Restated Employment Agreement with Jeremy Brock dated as of December 2, 2019 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 6, 2019)*

Employment Agreement with Michael J.

MacCourt dated as of May 7, 2020 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed May 18, 2020)*

Business Loan Agreement (Asset Based) with Venture Bank, dated December 18, 2016 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 16, 2016)

Rider to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 18, 2018 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 18, 2018)

Business Loan Agreement with Choice Financial Group, dated December 18, 2019 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 17, 2019)

Rider to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 18, 2019 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 17, 2019)

Description of Fiscal Year 2020 Officer Bonus Plan (incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed August 27, 2019)*

Description of Fiscal Year 2021 Officer Bonus Plan*

45 unchanged sentences

August 25, 2020

August 27, 2019

undersigned, by signing her name hereto, does hereby sign this document on behalf of

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures