What changed in this filing

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Item 9A. Controls and Procedures

2023-08-22 compared with 2022-08-23 · 119 added, 100 removed, 126 unchanged (63% of the section changed)

39 unchanged sentences

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

Other Information.

Regarding Foreign Jurisdictions that Prevent Inspections.

7 unchanged sentences

following sets forth certain information about our current executive officers:

Skarvan , age 66, joined Electromed in December 2012 as Chief Executive Officer, became a director in November 2013 and

was appointed to the additional position of President in August 2015.

Skarvan served as Vice President of Operations at OEM

Fabricators from November 2011 until October 2012.

Prior to her position with OEM Fabricators, Ms.

Skarvan served in various roles

at Hutchinson Technology Incorporated, most recently as the President of the Disk Drive Components Division from April 2007 until

As President of the Disk Drive Components Division, Ms.

Skarvan managed a public company division with annual revenues

in excess of $300 million.

Skarvan also served as a Senior Vice President of Hutchinson Technology Incorporated from December

2010 to March 2011, and as Vice President of Sales & Marketing of the Disk Drive Components Division from October 2003 until

She has served on the Board of Trustees of the St.

Cloud State University Foundation since June 2015.

has a bachelor’s degree from St.

Cloud State University.

Wirtz, age 39, joined Electromed in December 2021 as the Company’s Corporate Controller and has served as Electromed’s

Interim Chief Financial Officer, Treasurer and Secretary, since June 1, 2022.

Prior to joining Electromed, she served as Corporate

Controller at Icario, Inc.

from June 2018 to December 2021.

She was a senior consultant at Salo LLC from 2016 to June 2018.

began her career in accounting, serving in various roles focused on the life sciences industry at McGladrey & Pullen LLP (now

RSM US LLP) and Ernst & Young Global Limited.

Wirtz graduated from North Dakota State University with a degree in Accounting

and holds an active Certified Public Accountant (CPA) license in the State of Minnesota.

Holland, age 53, joined Electromed in February 2022 as the Company’s Chief Commercial Officer.

Prior to joining Electromed,

Holland was the Vice President of Commercialization at Prosomnus Sleep Technologies, Inc., a Medical Device manufacturer of

a mandibular advancement device for sleep apnea where he led new product introduction and revenue-growth initiatives across the

enterprise, from August 2021 to February 2022.

Prior to his time at Prosomnus, from 2008 to 2020, Mr.

Holland served in various

positions at Nonin Medical, Inc., a producer of noninvasive pulse oximeters, regional oximeters, and capnographs, including most

recently as Executive Vice President, Sales & Global Development from January 2019 to July 2020, and as Chief Commercial Officer

and Senior Vice President Global Sales, Marketing, Business Development from 2015 to July 2020 Earlier in his career, Holland

held various leadership roles at Cisco Systems and PriceWaterhouseCoopers.

Holland graduated from Minnesota State University

with a degree in Computer Science/Math (minor) and obtained a Master in Business Administration (MBA) with Distinction from Jack

Welch Management Institute – Strayer University.

Cunniff , age 58, joined Electromed in July 2023 as the Company’s President and Chief Executive Officer.

joining Electromed, Mr.

Cunniff most recently served as President and Chief Executive Officer of Provista Inc., from 2017 to May

Previously, he served as President and Chief Executive Officer at Denver Solutions, LLC (d/b/a Leiters Health) from 2015

to 2017 and as Senior Vice President, Americas, at Acelity L.P.

Inc., from 2012 to 2014.

Cunniff holds a bachelor's degree

in Advertising and Business from the University of Illinois Urbana-Champaign and has completed the Advanced Management Program

at Harvard Business School.

Nagel , age 41, joined Electromed in November 2022 as the Company’s Chief Financial Officer, Treasurer and Secretary.

Prior to joining Electromed, Mr.

Nagel most recently served as Divisional Chief Financial Officer of Global Lung Health and Visualization

at Medtronic plc from June 2018 to November, 2022.

Previously, he served at Medtronic as Sr.

Manager, Accounting and Sales Operations

from 2016 to June 2018 and Accounting Manager from 2015 to 2016.

Before joining Medtronic, Mr.

Nagel held various roles of increasing

responsibility in sales, operations and accounting at Target Corporation and TCF Financial Corporation.

Nagel holds a bachelor's

degree in Business & Finance from Calvin University.

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

23 unchanged sentences

Accountant Fees and Services.

Our independent registered public accounting firm is RSM US LLP, Rochester, MN , Auditor firm ID:

The information required by this item is incorporated herein by reference to the section labeled “Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm - Audit Fees” in the Proxy Statement.

independent registered public accounting firm is RSM US LLP, Rochester, MN , Auditor firm ID:

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

of the Company’s Independent Registered Public Accounting Firm – Audit Fees” in the Proxy Statement.

and Financial Statement Schedules.

14 unchanged sentences

Annual Report on Form 10-K.

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)

Exhibit Number

Method of Filing

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)

Incorporated by Reference

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)

Incorporated by Reference

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)

Incorporated by Reference

Exhibit Number

Method of Filing

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

12 unchanged sentences

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 filed December

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 fiscal 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 fiscal year ended June 30, 2018)*

Non-Competition,

Non-Solicitation and Confidentiality Agreement with Kathleen S.

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 Michelle C.

Wirtz dated effective December 20, 2021*

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 fiscal 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 fiscal year ended June 30, 2018)*

Form of Performance Stock Unit Agreement (Inducement Grant)*

Electronically

Non-Competition, Non-Solicitation and Confidentiality Agreement with Christopher G.

Holland dated effective February 16, 2022*

Form of Non-Qualified Stock Option Agreement (Inducement Grant)*

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Non-Competition,

Non-Solicitation and Confidentiality Agreement with Kathleen S.

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)*

and Restated Employment Agreement with Kathleen S.

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)*

Employment Agreement with Michelle C.

Wirtz dated February 21, 2022 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 7, 2022)*

Amendment to Employment Agreement with Michelle C.

Wirtz, dated June 1, 2022 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed June 7, 2022)*

Employment Agreement with Christopher G.

Holland dated February 16, 2022 (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 10, 2022)*

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)*

Agreement with Bradley M.

Nagel, dated October 19, 2022 (incorporated by reference to Exhibit 10.1 to Current Report on Form

8-K filed October 24, 2022)*

Exhibit Number

Method of Filing

Letter Agreement with Kathleen S.

Skarvan, dated February 14, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 14, 2023)*

Incorporated by Reference

Employment Agreement with James Cunniff, dated May 22, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 5, 2023)*

Incorporated by Reference

Letter Agreement with James Cunniff, dated May 22, 2023 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed June 5, 2023)*

Incorporated by Reference

Letter Agreement with Christopher G.

Holland, dated June 9, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 15, 2023)*

Incorporated by Reference

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)

Incorporated by Reference

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)

Incorporated by Reference

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)

to Business Loan Agreement (Asset Based) with Choice Financial Group, Dated December 17, 2021 (incorporated by reference to

Incorporated by Reference

Rider to Business Loan Agreement (Asset Based) with Choice Financial Group, Dated December 17, 2021 (incorporated by reference to Exhibit 10.

1 to Current Report on 8-K filed December 17, 2021)

Incorporated by Reference

Cooperation Agreement, dated July 25, 2022, by and among Electromed, Inc.

and Summers Value Partners LLC and certain of its affiliates signatory thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 25, 2022)

Incorporated by Reference

Description of Fiscal Year 2023 Officer Bonus Plan (incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K for the fiscal year ended June 30, 2022)*

Incorporated by Reference

Description of Fiscal Year 2024 Officer Bonus Plan

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Consent of Independent Registered Public Accounting Firm

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Powers of Attorney

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Filed Electronically

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Filed Electronically

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Furnished Electronically

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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compensatory contract or arrangement.

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.

Furnished Electronically

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* Management compensatory contract or arrangement.

Form 10-K Summary.

Pursuant 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 22, 2023

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)

Interim Chief Financial Officer

financial and accounting officer)

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

each of the above-named directors of the registrant pursuant to powers of attorney duly

executed by such persons.

President and Chief Executive Officer

Pursuant 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 and Chief Executive Officer and Director

August 22, 2023

(principal executive officer)

/s/ Bradley M.

Chief Financial Officer

August 22, 2023

(principal financial and accounting officer)

August 22, 2023

* The undersigned, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors

of the registrant pursuant to powers of attorney duly executed by such persons.

Attorney-in-Fact

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