What changed in this filing

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Item 9A. Controls and Procedures

2021-08-24 compared with 2020-08-25 · 47 added, 57 removed, 157 unchanged (40% of the section changed)

and Procedures.

Controls and Procedures.

of Disclosure Controls and Procedures

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materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

information required by Part III is incorporated by reference from our definitive Proxy Statement for the Fiscal 2021 Annual Meeting

of Shareholders to be held on November 13, 2020 (the “Proxy Statement”).

Except for those portions specifically incorporated

in this Annual Report on Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to

be filed as part of this Annual Report on Form 10-K.

Executive Officers and Corporate Governance.

of Shareholders (the “Proxy Statement”).

Except for those portions specifically incorporated in this Annual Report

on Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this

Annual Report on Form 10-K.

Directors, Executive Officers and Corporate Governance.

about our Executive Officers

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MacCourt , age 43, 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

Prior to joining Electromed, he served

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

2019 until May 2020.

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.

MacCourt 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 (CMA).

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

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

Financial Officer and Principal Accounting Officer).

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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.

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

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

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in the Proxy Statement.

Compensation.

Executive Compensation.

information required by this item is incorporated herein by reference to the sections labeled “Executive Compensation,”

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Proxy Statement.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

information required by this item relating to the security ownership of certain holders is incorporated herein by reference to

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in the Proxy Statement.

Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions, and Director Independence.

information required by this item is incorporated herein by reference to the sections labeled “Corporate Governance–Independence”

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in the Proxy Statement.

Accountant Fees and Services.

Principal Accountant Fees and Services.

information required by this item is incorporated herein by reference to the section labeled “Ratification of the Appointment

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in the Proxy Statement.

and Financial Statement Schedules.

(a) Documents

Exhibits and Financial Statement Schedules.

filed as part of this report.

(1) Financial

The following financial statements are included in Part II, Item 8 of this

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to Financial Statements

(2) Financial

Statement Schedules.

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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)

Amended and Restated Bylaws, effective September 29, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed September 29, 2020)

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)

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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)*

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.

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Electromed, Inc.

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

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8 filed December 4, 2017)*

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)*

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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)*

Rider to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 16, 2020 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 17, 2020)

Description of Fiscal Year 2021 Officer Bonus Plan (incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the fiscal year ended June 30, 2020)*

Description of Fiscal Year 2022 Officer Bonus Plan*

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Electronically

compensatory contract or arrangement.

10-K Summary.

Management compensatory contract or arrangement.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

ELECTROMED, INC.

August 24, 2021

President and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

President, Chief

Executive Officer and Director

(principal executive officer)

Chief Financial Officer

August 25, 2020

(principal financial and accounting officer)

Chairman and Director

August 25, 2020

and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chief Executive Officer and Director

executive officer)

Financial Officer

financial and accounting officer)

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

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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