SECURITIES AND EXCHANGE COMMISSION
2008 2008 17, 2008. 2 3 Central Europe. From 2000 to 2005 Gildea Management formed a joint venture with F.O. Hambro Capital Management Co. to manage accounts targeting high yield debt and small capitalization equities. From 1996 to 2000 Gildea Management formed and founded Latona Europe, a joint venture between Latona U.S., Lazard Co., and Gildea Management to restructure several Czech Republic companies. Before forming Gildea Management in 1990, Mr. Gildea managed the Corporate Series Group at Donaldson, Lufkin and Jenrette, an investment banking firm. Mr. Gildea is a graduate of the University of Pittsburgh. 4 Ronald Mannabecame Vice President — Regulatory Affairs of the Company in September 2005. From July 2002 through September 2005, he served as Vice President — New Product Development and Regulatory Affairs. For more than five years prior thereto, Mr. Manna served as Vice President — Operations of the Company. Mr. Manna holds a BS degree in mechanical engineering from Hofstra University. 5 The Stock Option Committee for the 1991 Employee Stock Option Plan, the 1996 Employee Stock Option Plan, the 1998 Employee Stock Option Plan, the 2001 Employee Stock Option Plan and the 2005 Employee Equity Incentive Plan consists of Messrs. Alliger, Minetti, O’Neill and Gildea. The Stock Option Committee for the 1996 Non-Employee Director Stock Option Plan and the 2005 Non-Employee Director Stock Option Plan consists of Messrs. McManus, Alliger, Minetti, O’Neill and Gildea. The Stock Option Committees are responsible for administering the Company’s stock option plans. Nomination of Directors 6 Director Compensation For The 2008 Fiscal Year 7 Section 2008. affirmatively determine the independence of each Director on the Audit Committee. The Board has determined that each member of the Audit Committee is 8 11, 2007. Audit Committee Report 9 Statement for the Company’s Annual Meeting held on December 11, 2007. Annual option grants to executive officers are made in the form of incentive stock options benefits 11 their contributions up to and including the date of a change in control, and to provide additional incentive to remain employed by the Company in order to assist in effectuating such potential change in control. For fiscal year 12 The following table sets forth information for the fiscal year ended June 30, Employment Agreements bonus based upon achievement of his annual goals and objectives as determined by the Compensation Committee of the Board of Directors. OUTSTANDING EQUITY AWARDS Stock Options 14 grants. At June 30, 2008, there were 45,277 shares available for future grants. At June 30, 2008, there were 8,756 shares available for future grants. were outstanding under the 2005 Plan and 125,000 shares were available for future grants. 16 Ratification of Appointment of Independent Registered Public Accounting Firm 17 Fees: years, respectively. Fees: Fees: years. Policy on Pre-approval of Independent Registered Public Accounting Firm Services: 18 19 EXHIBIT A 21 thereof (the “Meeting”) of MISONIX, INC. (the “Company”).
Exchange Act of 1934(Amendment (Amendment No. )
Filed by the Registrant [X]Filed by a Party other than the Registrant [ ]
Filed by a Party other than the Registranto[ ] Preliminary Proxy Statement[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))[X] Definitive Proxy Statement[ ] Definitive Additional Materials[ ] Soliciting Material Pursuant to §240.14a-12o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 [X] þ No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.o 1)Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: 2)(2) Aggregate number of securities to which transaction applies: 3)(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set(set forth the amount on which the filing fee is calculated and state how it was determined):4)(4) Proposed maximum aggregate value of transaction: 5)(5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ]o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2)(2) Form, Schedule or Registration Statement No.: 3)(3) Filing Party: 4)(4) Date Filed: Tuesday,2007
MISONIX, INC.:‘‘Annual Meeting’’“Annual Meeting”) of MISONIX, INC., a New York corporation (the ‘‘Company’’“Company”), will be held at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville, New York 11747 on Tuesday,Thursday, December 11, 20072008 at 10:00 a.m., or at any adjournment thereof, for the following purposes:1. To elect six Directors to the Board of Directors; 2. To approve an amendment of the Company’s Certificate of Incorporation increasing the total number of authorized shares of common stock, par value $.01 per share, from ten (10) million shares to twenty (20) million shares; 3. To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm; and 3.4. To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof. 1, 20073, 2008 will be entitled to vote at the Annual Meeting or at any adjournment thereof. You are requested to sign, date and return the enclosed Proxy at your earliest convenience in order that your shares may be voted for you as specified.By Order of the Board of Directors,
By Order of the Board of Directors,RICHARD ZAREMBASecretary
Secretary
1938 New Highway
Farmingdale, New York 11735Tuesday,Thursday, December 11, 2007‘‘Annual Meeting’’“Annual Meeting”) of MISONIX, INC. (the ‘‘Company’’“Company”) will be held on Tuesday,Thursday, December 11, 2007,2008, at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville, New York 11747 at 10:00 a.m. for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.The enclosed Proxy is solicited by and on behalf of the Board of Directors of the Company (‘‘(“Board of Directors’’Directors” or ‘‘Board’’“Board”) for use at the Annual Meeting to be held on Tuesday,Thursday, December 11, 2007,2008, and at any adjournments of the Annualsuch Meeting.The approximate date on which this Proxy Statement and the enclosed Proxy are being first mailed to shareholders is November 9, 2007.1, 20073, 2008 (the ‘‘Record Date’’“Record Date”), the Company had outstanding 7,001,369 shares of its only class of voting securities, namely common stock, $.01 par value per share (the ‘‘Common Stock’’“Common Stock”). Shareholders are entitled to one vote for each share registered in their names at the close of business on the Record Date. The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of Directors;Directors. Approval of the amendment to the Company’s Certificate of Incorporation increasing the total number of authorized shares of Common Stock as described in the accompanying notice, requires the affirmative vote of a majority of all the outstanding shares of Common Stock entitled to vote on such proposal. On all other matters which may come before the Annual Meeting, the affirmative vote of a majority of the votes cast at the Annual Meeting is required. For purposes of determining whether proposals have received a majority vote, abstentions will not be included in the vote totals and, in instances where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned a Proxy (‘‘(“broker non-votes’’non-votes”), those vote svotes will not be included in the vote totals. Therefore, abstentions and broker non-votes will be counted in the determination of a quorum and will have no effect on the vote for the election of Directors, approval of the amendment to the Company’s Certificate of Incorporation increasing the total number of authorized shares of Common Stock and the ratification of the selection of Grant Thornton LLP (‘‘(“Grant Thornton’’Thornton”) as the Company’s independent registered public accounting firm. Unless contrary instructions are given, all Proxies received pursuant to this solicitation will be voted in favor of the (i) election of the nominees named in Proposal One, (ii) amendment to the Company’s Certificate of Incorporation increasing the total number of authorized shares of Common Stock and (ii)(iii) ratification of the selection of Grant Thornton.1, 2007,3, 2008, certain information with regard to the ownership of the Company’s Common Stock by (i) each beneficial owner of more than 5% of the Company’s Common Stock; (ii) each Director and nominee for Director; (iii) each executive officer named in the ‘‘Summary“Summary Compensation Table For The 2007 Fiscal Year’’ below; and (iv) all executive officers and Directors of the Company as a group. Unless otherwise stated, the persons named in the table have sole voting and investment power with respect to all Common Stock shown as beneficially owned by them. Percent Common Stock of Name and Address (1) Beneficially Owned Class Michael A. McManus, Jr. 993,251 (2) 12.7 Dimensional Fund Advisors LP 587,862 8.4 Gary Gelman 458,947 6.6 Howard Alliger 411,508 (3) 5.8 Richard Zaremba 103,000 (4) 1.5 Ronald Manna 84,144 (5) 1.2 Dan Voic 57,160 (6) * T. Guy Minetti 57,000 (7) * Thomas F. O’Neill 57,000 (8) * John W. Gildea 20,000 (9) * Charles Miner 20,000 (10) * Frank Napoli 7,000 (11) * Michael Ryan 3,750 (12) * All executive officers and Directors as a group (eleven people) 1,813,813 (13) 22.1 (14) Name and Address(1) Common Stock
Beneficially OwnedPercent of Class Michael A. McManus, Jr. 1,233,251 (2) 15.2 % Gary Gelman 458,947 (3) 6.6 % Howard Alliger 446,608 (4) 6.2 % Ronald Manna 109,311 (5) 1.5 % Richard Zaremba 91,833 (6) 1.3 % T. Guy Minetti 57,000 (7) * Thomas F. O’Neill 57,000 (8) * Dan Voic 56,118 (9) * John W. Gildea 20,000 (10) * Dr. Charles Miner III 20,000 (11) * Frank Napoli 1,583 (12) * W. Paul Constantine 0 * All executive officers and Directors as a group (twelve people) 2,092,704 (13) 24.5 %(14) *Less than 1% (1) Except as otherwise stated,noted, the business address of each of the named individuals in this table is c/o MISONIX, INC., 1938 New Highway, Farmingdale, New York 11735. Mr. Gelman has an office address c/o American Claims Evaluation, Inc., One Jericho Plaza, Jericho New York, 11753. Dimensional Fund Advisors LP has a principal business office at 1299 Ocean Avenue, Santa Monica, CA 90401.(2) Includes 1,050,000800,000 shares of Common Stock which Mr. McManus has the right to acquire upon exercise of stock options which are currently exercisable.(3) Mr. Gelman’s address is c/o American Claims Evaluation, Inc., One Jericho Plaza, Jericho, New York 11753.(4)Includes 55,00060,000 shares of Common Stock which Mr. Alliger has the right to acquire upon exercise of stock options which are currently exercisable.(5)(4) Includes 85,41788,333 shares which Mr. Zaremba has the right to acquire upon exercise of Common Stockstock options which are currently exercisable.(5) Includes 56,583 shares which Mr. Manna has the right to acquire upon exercise of stock options which are currently exercisable. (6) Includes 86,33349,993 shares of Common Stock which Mr. ZarembaVoic has the right to acquire upon exercise of stock options which are currently exercisable.(7) Includes 50,000 shares of Common Stock which Mr. Minetti has the right to acquire upon exercise of stock options which are currently exercisable.(8) Includes (i) 50,000 shares of Common Stock which Mr. O’Neill has the right to acquire upon exercise of stock options which are currently exercisable and (ii) 7,000 shares of Common Stock which Mr. O’Neill has pledged to a brokerage firm.(9)Includes 56,118 shares of Common Stock which Mr. Voic has the right to acquire upon exercise of stock options which are currently exercisable.(10)(9) Includes 20,000 shares of Common Stock which Mr. Gildea has the right to acquire upon exercise of stock options which are currently exercisable.(11)(10) Includes 20,000 shares which Dr. Miner has the right to acquire upon exercise of stock options which are currently exercisable. (12)(11) Includes 1,5832,833 shares which Mr. Napoli has the right to acquire upon exercise of stock options which are currently exercisable.(12) Includes 3,750 shares which Mr. Ryan has the right to acquire upon exercise of stock options which are currently exercisable. (13) Includes the shares of Common Stock indicated in notes (2), (3), (4),(5),(6), (7), (8), (9), (10), (11) and (12).(14) Calculation includes exercisable options to acquire 1,474,4511,201,492 shares of Common Stock held by the persons noted.*** Director Name Age Position with Company Director
Since Age Position with Company Since Howard Alliger 80 Director 1971 81 Director 1971 T. Guy Minetti 56 Director 2003 57 Director 2003 Thomas F. O’Neill 61 Director 2003 62 Director 2003 John W. Gildea 64 Director 2005 65 Director 2005 Dr. Charles Miner III 56 Director 2005 57 Director 2005 Michael A. McManus, Jr. 64 Director, President and Chief Executive Officer 1998 65 Director, President and Chief Executive Officer 1998 Richard Zaremba 52 Senior Vice President, Chief Financial Officer, Secretary and Treasurer — 53 Senior Vice President, Chief Financial Officer, Secretary and Treasurer — Dan Voic 45 Vice President of R&D and Engineering — 46 Vice President of R&D and Engineering — W. Paul Constantine* 36 Senior Vice President — Strategic Planning and New Product Development — Michael C. Ryan 62 Senior Vice President — Medical Division — Ronald Manna 53 Vice President — Regulatory Affairs — 54 Vice President of New Product Development and Regulatory Affairs — Frank Napoli 50 Vice President — Operations — 51 Vice President Operations — *W. Paul Constantine resigned from the Company in January 2007(‘‘(“Gildea Management’’Management”), a management company of special situations with middle market companies in the United States andTable of ContentsUniver sityUniversity Law Center. He serves as a member of the Board of Directors of American Home Mortgage Investment Corp., A. Schulman Inc. and Novavax, Inc.Univer sityUniversity Law Center. He serves as a member of the Board of Directors of American Home Mortgage Investment Corp., A. Schulman Inc. and Novavax, Inc.‘‘Traian Vuia’’“Traian Vuia” of Timisoara, Romania and a MS degree in applied mechanics from Polytechnic University of New York.Dr. W. Paul Constantine— Strategic PlanningMedical Division in October 2007. Prior thereto, he served as Senior Vice President and New ProductGeneral Manager for Nomos Radiation Oncology, a manufacturer of radiological products, from 2006 to October 2007. From 1992 to 2005, Mr. Ryan was Executive Vice President, Business Development in September 2005. Dr. Constantine’s career has focused on the development and managementfor Inter V. Mr. Ryan holds a Bachelor of world-class marketing and sales programs for global medical device companies. Most recently, he was responsible for two units representing medical and related products at Henry Schein, Inc.
Arts from John F. Kennedy College.Table of ContentsEarlier, Dr. Constantine held product development and marketing strategy positions with leading medical products suppliers, including units of and/or entities later acquired by Aesculap-B. Braun, Boston Scientific, Medtronic, and Smith & Nephew. He graduated from Samuel Merritt College with a doctorate degree after completing undergraduate studies at Loma Linda University.—of Operations in September 2004. From March 2004 to September 2004, Mr. Napoli was Vice President of Manufacturing for Spellman High Voltage Electronics Corp., a manufacturer of power supplies. Previously, Mr. Napoli was Director of Manufacturing for Telephonics Corporation.Corporation, a defense contractor. Mr. Napoli holds a B.S. degree in Mechanical Engineering from the New York Institute of Technology.2007,2008, the Board of Directors held four meetings and the Stock Option Committee held one meeting. The Audit Committee met four times and the Compensation Committee met once during the last fiscal year. No Director attended less than 75% of the aggregate of the total number of meetings of the Board of Directors and meetings of Committees of which he was a member that were held during the Company’s last fiscal year.LLCInc. (the ‘‘NASD“NASD listing standards’’standards”), the non-management directors of the Board of Directors met four times in executive session during the fiscal year ending June 30, 2007.2008.separately-designatedseparately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’“Exchange Act”). The members of the Audit Committee are Messrs. Gildea, Miner, Minetti and O’Neill. The Board of Directors has determined that each member of the Audit Committee is ‘‘independent’’“independent” not only under the NASD listing standards but also within the definition contained in a final rule of the Securities and Exchange Commission (the ‘‘SEC’’“SEC”). Furthermore, the Board of Directors has determined that Messrs. Minetti, O’Neill and Gildea are ‘‘audit“audit committee financial experts’’experts” within the definition contained in a final rule adopted by the SEC. The Audit Committee is primarily responsible for (i) overseeing the integrity of the Company’s financial statements, (ii) overseein g the Company’s internal controls and procedures for finance, accounting, disclosure and legal compliance, (iii) monitoring the independence and performance of the Company’s independent auditors and (iv) providing an avenue of communication between the independent auditors, management and the Board of Directors.authorizingrecommending remuneration arrangements for senior management.executive officers and directors to the Board of Directors. The Chief Executive Officer of the Company makes recommendations for compensation of executive officers other than himself to the Compensation Committee. The Compensation Committee doesdid not haveemploy a compensation consultant during fiscal 2008 to assist it in evaluating executive compensation. The Committee also did not set percentage compensation goals against a peer group of companies, or benchmark, our executives’ compensation, though the availability to our executives of alternative employment opportunities is an important consideration in the compensation design process. Rather, the Committee used its marketplace knowledge, background, experience and market information to make recommendations concerning executive compensation. The Board of Directors has not adopted a written charter.
charter for the Board of Directors.Table of Contentsindepend enceindependence under rules promulgated by the SEC and the NASD listing standards; and diversity of viewpoints, background and experiences.no mineenominee to furnish such other information it may require to be set forth in a shareholder’s notice of nomination which pertains to the nominee.Table of Contents Fees Earned or Paid in Option Name Cash ($) Awards ($) Total ($) Michael A. McManus, Jr. -0- -0- -0- John Gildea 23,750 -0- 23,750 Howard Alliger 18,750 -0- 18,750 Dr. Charles Miner III 23,750 -0- 23,750 T. Guy Minetti 28,750 -0- 28,750 Thomas F. O’Neill 23,750 -0- 23,750 DIRECTOR COMPENSATION FOR THE 2007
FISCAL YEARName Fees Earned or
Paid in Cash
($)(1)Option
Awards
($)(1)Total
($)Michael A. McManus, Jr. -0- -0- -0- John Gildea 23,750 44,850 68,600 Howard Alliger 18,750 44,850 63,600 Dr. Charles Miner III 23,750 44,850 68,600 T. Guy Minetti 28,750 44,850 73,600 Thomas F. O’Neill 23,750 44,850 68,600 (1)Outstanding options at fiscal year end for Messrs. O’Neill and Minetti are 60,000 shares; Mr. Alliger is 70,000 shares and Messrs. Gildea and Miner are 30,000 shares. Each non-employee director receives an annual fee of $15,000 plus members of the Audit Committee receive an additional $5,000 and the Audit Committee Chairman receives an additional $10,000. For the fiscal year ended June 30, 2007, options to purchase 15,000 shares of Common Stock were granted to each non-employee director. Each non-employee director is also reimbursed for reasonable expenses incurred while traveling to attend meetings of the Board of Directors or while traveling in furtherance of the business of the Company.16(a)16 (a) Beneficial Ownership Reporting Compliance of the Securities Exchange Act(‘‘(“Reporting Persons’’Persons”) to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC and The NASDAQ Stock Market LLCthe National Association of Securities Dealers, Inc. (the ‘‘Nasdaq Market’’“NASD”). These Reporting Persons are required by SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they file with the SEC and the NASD Market.NASD. Based solely on the Company’s review of the copies of the forms it has received, the Company believes that all Reporting Persons complied on a timely basis with all filing requirements applicable to them with respect to transactions during fiscal year 2007.‘‘independent’’“independent” as defined by the NASD listing standards and to disclose in the proxy statement for each annual meeting those Directors that the Board of Directors has determined to be independent. Based on such definition, the Board of Directors has determined that all Directors other than Mr. McManus, who is an officer of the Company, are independent.Table of Contents‘‘independent’’“independent” not only under the NASD listing standards but also within the definition contained in a final rule of the SEC. Furthermore, the Board of Directors has determined that Messrs. Minetti, O’Neill and Gildea are ‘‘audit“audit committee financial experts’’experts” within the definition contained in a final rule adopted by the SEC.Mr.Messrs. Gildea and O’Neill, all members of the Board of Directors attended the Company’s Annual Meeting of Shareholders held on December 14, 2006.‘‘Audit“Audit Committee Report’’Report” is not to be deemed to be ‘‘soliciting material’’“soliciting material” or to be ‘‘filed’’“filed” with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended (the ‘‘Securities Act’’“Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filings.
filings.Table of Contentsobj ectivityobjectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the independent registered public accounting firm included in its report on the Company’s financial statements. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles in the United States, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or tha tthat the Company’s independent registered public accounting firm is in fact ‘‘independent’’“independent”.‘‘audit“audit committee financial experts’’experts”, as defined under the rules and regulations promulgated by the SEC. The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee adopted bycharter was attached to the Board of Directors is attached as Exhibit A to this Proxy Statement.20072008 with our management; has discussed with the independent registered public accounting firm the matters required to be discussed by Statementthe statement on Auditing Standards No. 61 (Communication With Audit Committees)(AICPA,Professional Standards,Vol. 1. AU section 380) as amended,adopted by the Public Company Accounting Oversight Board; has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence; and has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).20072008 for filing with the SEC.
Thomas F. O’Neill
John W. Gildea
Dr. Charles Miner III• Attract, motivate, retain and reward employees of outstanding ability; • Link changes in employee compensation to individual and corporate performance; • Align employees’ interests with those of the shareholders.stockholders.The Compensation Committee has the final authority regarding compensation for the Company’s named executive officers. As noted below, however, the Company’s Chief Executive Officer periodically advises the Compensation Committee as to suggested levels of compensation and benefits for the named executive officers. The Compensation Committee’s membership is determined by the Board.10 Our Chief Executive Officer periodically presents the Compensation Committee with breakdowns of all of the components of compensation for each named executive officer, and may make recommendations concerning such named executive officer’s overall compensation package for the following fiscal year. The Compensation Committee reviews the recommendations of the Chief Executive Officer carefully in light of his proximity to the other executives and knowledge of their contributions to and goals for continuing achievement with the Company. The Compensation Committee does not rely on predeter mined formulas or a limited set of criteria when it evaluates the performance of the Chief Executive Officer and our other named executive officers. The Compensation Committee may accord different weight at different times to different factors for each named executive officer.recommendationsrecommendation from the Chief Executive Officer, are evaluated and approved by the Compensation Committee for all employees other than the Chief Executive Officer. The bonus recommendations are derived from individual and Company performance and arebut not based on a specific formula but areis discretionary. The Chief Executive Officer’s bonus compensation is derived from the Board of Directors’ recommendation to the Compensation Committee based upon the Chief Executive Officer’s performance and Company performance and is not based on a specific formula but is discretionary.indentedintended to attract and retain highly talented executives, to provide an opportunity for significant compensation when overall Company performance is reflected in the stock price, and to help align executives’ and shareholders’ interests. Stock options are typically granted at the time of hire to key new employees and annually to a broad group of existing key employees, including executive officers.Table of Contents(‘‘ISO’s’’(“ISO’s”) to the fullest extent permitted under tax rules, with the balance granted in the form of nonqualified stock options (‘‘NQSO’s’’).options. ISO’s have potential income tax advantage for executives if the executive disposes of the acquired shares after satisfying certain holding periods. Tax laws provide that the aggregate grant, at date of grant for market value of ISO’s that become exercisable for any employee in any year may not exceed $100,000.401(k)‘‘401(k) plan’’“401 (k) plan”) is a tax qualified retirement savings plan pursuant to which all of the Company’s U.S. employees may defer compensation under Section 401(k)401 (k) of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’“Code”). The Company contributes an amount equal to 25% of salary contributed under the 401(k)401 (k) plan by an eligible employee, up to the maximum allowed under the Code. We do not provide any supplemental retirement benefits to executive officers.Benefitsannual basetotal compensation (annual salary and a bonusplus bonus) at the highest rate paid during his employment payable within 60 days of no less than two hundred and fifty thousand ($250,000) dollars.termination. A ‘‘change“change in control’’control” shall be deemed to have occurred in the event (i) any person“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), or group of such ‘‘persons’’“persons”, without the consent of the Board, is or becomes a ‘‘beneficial owner’’“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 30%50% or more of the combined voting power of the Company’s then outstanding securities, or (ii) of a merger, consolidation or other combination of the result of which is the ownership by shareholders of the Company of less than 60% of those voting securities of the result ingresulting or acquiring entity having the power to elect a majority of the Board of Directors of such entity.30%50% or more of any class of voting securities of the Company, or (ii) if Mr. McManus continues in the employ of the Company more than 69 months following the occurrence of an event which would otherwise constitute a change in control.Mr. Manna has an agreement with the Company which provides for the payment of six months severance upon his termination for any reason.named executive officers, who have contributed to the value of the Company and the potential returns available to other shareholders in connection with such change in control,executives should be entitled to participate with other shareholders in realizing the value contributed to the Company. Accordingly, the accelerated vesting of stock options is intended to compensate executives forTable of Contents20072008 the named executive officers held unvested stock options. Accordingly, the named executive officers, as of the end of fiscal year 2007,2008, would have been entitled to accelerated vesting upon a change in control of the Company occurring on such date.162(m)162 (m) of the Internal Revenue Code limits to $1,000,000 per person the amount that we may deduct for compensation paid to any of our most highly compensated officers in any year. In fiscal 2007,2008, there was no executive officer’s compensation that exceeded $1,000,000.The Compensation Committee has furnished the following report. The information contained in the ‘‘Compensation Committee Report’’ is not to be deemed to be ‘‘soliciting material’’ or to be ‘‘filed’’ with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filings.Compensation Committee ReportThe Compensation Committee has received and discussed the Compensation Discussion and Analysis section above with management and, based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.Howard AlligerT. Guy MinettiThomas F. O’NeillJohn W. GildeaTable of Contents20072008 concerning the compensation awarded to, earned by or paid to our named executive officers during Fiscal 20072008 for services rendered to the Company. FOR THE 2007 FISCAL YEARName and Principal Position Fiscal Year
Ended June 30,Salary ($) Bonus ($) (1)Options
Awards ($)Total ($) Michael A. McManus, Jr. 2007 $ 275,000 — — 275,000 President and Chief Executive Officer 2006 275,000 — — 275,000 2005 275,000 250,000 401,875 926,875 Richard Zaremba 2007 183,790 23,000 23,640 230,430 Senior Vice President, Chief Financial Officer, 2006 178,437 28,000 45,680 252,117 Secretary and Treasurer 2005 170,740 33,000 109,062 312,802 Dan Voic 2007 126,915 18,000 15,760 160,675 Vice President of Research and 2006 123,224 20,000 28,550 171,774 Development and Engineering 2005 119,600 22,000 72,708 214,308 Ronald Manna 2007 111,342 5,000 5,910 122,252 Vice President — Regulatory Affairs 2006 108,099 5,000 11,420 124,519 2005 104,948 4,000 24,236 133,184 Frank Napoli 2007 121,690 7,000 7,880 136,570 Vice President — Operations 2006 118,146 7,000 7,200 132,846 2005 90,824 — — 90,824 Dr. W. Paul Constantine(2) 2007 101,563 20,000 19,700 141,263 Senior Vice President — Strategic 2006 153,601 — 61,080 214,681 Planning and New Product Development 2005 — — — — Options Fiscal Year Awards Name and Principal Position Ended June 30, Salary ($) Bonus ($) ($)(a) Total ($) Michael A. McManus, Jr. 2008 275,000 200,000 — 475,000 President and Chief Executive Officer 2007 275,000 — — 275,000 Richard Zaremba 2008 189,303 24,000 23,430 236,733 Senior Vice President, 2007 183,790 23,000 23,640 230,430 Chief Financial Officer, Secretary and Treasurer Dan Voic 2008 143,789 22,000 23,430 189,219 Vice President of Research and Development and Engineering 2007 126,915 18,000 15,760 160,675 Michael Ryan* 2008 152,677 — 43,500 196,177 Senior Vice President-Medical Division — — — — — Michael Ryan joined the Company during October 2007. (1)(a)RepresentsThe fair value for these options was estimated at the compensation costsdate of stockgrant using a Black-Scholes option awards for financial reporting purposes forpricing model with the fiscal year under SFAS 123R, rather than an amount paid to or realized by the named executive officer. See Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2007 for a discussionfollowing weighted average assumptions: risk-free interest rate of 4.3%; no dividend yield; volatility factor of the assumptions used in calculatingexpected market price of the aggregate grant date fair value computed in accordance with SFAS 123R. There can be no assurance thatCommon Stock of 54.7%, and a weighted-average expected life of the SFAS 123R amounts will be realized.(2)Dr. Constantine is no longer employed by the Company.options of six and one half years.Table of ContentsOctober 2005,June 2008, the Company entered into anamended and restated its employment agreement with its President and Chief Executive Officer whichOfficer. The agreement expires on October 31, 2008June 30, 2009 and is automatically renewable for one-year periods unless notice is given by the Company or Mr. McManus that it or he declines to renew the agreement. ThisThe agreement provides for an annual base compensation of $275,000 and a Company-provided automobile. The agreement also provides for a discretionary bonus.Manna has an agreement with the Company which provides for the payment of six months’ severance upon his termination for any reason.Mr. Zaremba has an agreement for the payment of six months’ annual base salary upon a change in control of the Company. Mr. McManus has an agreement that provides, afteris entitled in the event of a change inof control of the Company, for a one-time additional compensation payment equal to a payment of the annualtwo times his total compensation (annual base salary andplus bonus) at the highest rate paid during the period of employment, payable in a bonus of no less than $250,000. Such payment will be madelump sum within 60 days after the date such change in control takes effect and Mr. McManus’ employment by the Company ceases. Mr. McManus is not entitled to such payment if he continues in the employ of the Company more than 6 months following what would otherwise be a change in control event.termination of employment. The Company’s employment agreement with Mr. McManus also contains non-competition provisions that preclude him from competing with the Company for a period of 18 months from the date of his termination of employment.A ‘‘change in control’’ shall be deemed to have occurred in the event (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or group of such ‘‘persons’’, without the consent of the Board, is or becomes a ‘‘beneficial owner’’ (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities, or (ii) of a merger, consolidation or other combination the result of which is the ownership by shareholders of the Company of less than 60% of those voting securities of the resulting or acquiring entity having the power to elect a majority of the Board of Directors of such entity. Notwithstanding the foregoing, no change in control shall be deemed to have occurred requiring payment to Mr. McManus by virtue of (i) any transaction which results in Mr. McManus or a group of persons which includes Mr. McManus, acquiring, directly or indirectly, 30% or more of any class of voting securities of the Company, or (ii) if Mr. McManus continues in the employ of the Company more than 6 months following the occurrence of an event which would otherwise constitute a change in control.13Based on the foregoing, if such payment had been made as of June 30, 2007, Mr. McManus would have received $525,000, Mr. Zaremba would have received $93,000 and Mr. Manna would have received $57,000.anya person or entity of 20% or more of the outstanding shares of the Company or the combined voting power of the Company’s voting shares; (2) replacement of a majority of the members of the Board of Directors of the Company with new members (other than members approved by the incumbent Board); (3) consummation of a merger, consolidation, reorganization or sale or disposition of all or substantially all of the Company’s assets (a ‘‘Business Combination’’“Business Combination”) unless the existing stockholdersshareholders retain more than 50% of the combined voting power of the C ompany’sCompany’s voting securities, at least a majority of the incumbent Board members remain on the Board and no person or entity other than the Company, an employee benefit plan or an entity resulting from such Business Combination acquires more than 20% of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or (4) the Company’s shareholders approval of a complete liquidation or a disposition of the Company.Table of ContentsGRANTS OF PLAN-BASED AWARDS FOR THE 2007 FISCAL YEARName Grant Date All Other Option
Awards: Number of
Securities Underlying
Options (#)Exercise or
Base Price of
Option Awards
($/Sh)Grant Date
Fair Value
of Stock and
Option
Awards (a)Michael A. McManus, Jr. — — — — Richard Zaremba 10/20/2006 12,000 3.45 23,640 Dan Voic 10/20/2006 8,000 3.45 15,760 Ronald Manna 10/20/2006 3,000 3.45 5,910 Frank Napoli 10/20/2006 4,000 3.45 7,880 Dr. W. Paul Constantine 10/20/2006 10,000 3.45 19,700 (a)The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 4.7%; no dividend yield; volatility factor of the expected market price of the Common Stock of 53.8%, and a weighted-average expected life of the options of six years.Table of ContentsFORAT THE 20072008 FISCAL YEAR Number of Securities Number of Securities Underlying Unexercised Underlying Unexercised Options (#) Options (#) Option Exercise Option Expiration Name Number of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price ($)Option
Expiration
Date Exercisable Unexercisable Price ($) Date Michael A. McManus, Jr. 250,000 — 5.06 10/07/08 250,000 — 7.375 10/13/10 250,000 — 7.375 10/13/10 150,000 — 6.07 10/17/11 150,000 — 6.07 10/17/11 150,000 — 5.10 09/30/12 150,000 — 5.10 09/30/12 125,000 — 4.66 11/01/13 125,000 — 4.66 11/01/13 125,000 — 5.18 11/01/14 Richard Zaremba 7,500 — 7.3125 08/09/10 125,000 — 5.18 11/01/14 7,500 — 6.12 05/08/11 Richard Zaremba 7,500 — 7.3125 08/09/10 7,500 — 6.12 05/08/11 16,000 — 6.07 10/17/11 16,000 — 6.07 10/17/11 20,000 — 5.10 09/30/12 20,000 — 5.10 09/30/12 15,000 — 4.70 09/16/13 15,000 — 4.70 09/16/13 12,000 — 8.00 09/15/14 8,000 4,000 (1 ) 8.00 09/15/14 5,333 2,667 (1) 7.60 09/27/15 2,667 5,333 (2 ) 7.60 09/27/15 2,000 2,000 (2) 5.82 02/07/16 1,000 3,000 (3 ) 5.82 02/07/16 3,000 9,000 (3) 3.45 10/20/16 — 12,000 (4 ) 3.45 10/20/16 — 10,000 (4) 4.04 09/04/17 Dan Voic 7,500 — 7.57 07/28/08 7,500 — 7.3125 08/09/10 7,500 — 7.3125 08/09/10 2,210 — 6.07 10/17/11 2,210 — 6.07 10/17/11 6,700 — 5.10 09/30/12 6,700 — 5.10 09/30/12 15,000 — 4.70 09/16/13 15,000 — 4.70 09/16/13 12,000 — 8.00 09/15/14 8,000 4,000 (1 ) 8.00 09/15/14 3,333 1,667 (1) 7.60 09/26/15 1,667 3,333 (2 ) 7.60 09/26/15 1,250 1,250 (2) 5.82 02/07/16 625 1,875 (3 ) 5.82 02/07/16 2,000 6,000 (3) 3.45 10/20/16 — 8,000 (4 ) 3.45 10/20/16 — 10,000 (4) 4.04 09/04/17 Ronald Manna 15,000 — 12.33 09/09/07 10,000 — 18.50 10/21/07 5,000 — 5.50 01/13/09 15,000 — 3.09 03/31/09 15,000 — 7.3125 08/09/10 10,000 — 6.07 10/17/11 5,000 — 5.10 09/30/12 2,667 1,333 (1 ) 8.00 09/15/14 667 1,333 (2 ) 7.60 09/26/15 250 750 (3 ) 5.82 02/07/16 — 3,000 (4 ) 3.45 10/20/16 Frank Napoli 667 1,333 (2 ) 7.60 09/26/15 250 750 (3 ) 5.82 02/07/16 — 4,000 (4 ) 3.45 10/20/16 Dr. W. Paul Constantine — — — — Michael Ryan 3,750 11,250 (5) 4.98 11/06/17 (1)Options issued 09/15/04 and vest equally over 3 years(2) Options issued 09/27/26/05 and vest equally over 3 years(3)(2) Options issued 02/07/06 and vest equally over 4 years (4)(3) Options issued 10/ 15/20/06 and vest equally over 4 years(4) Options issued 09/5/07 and vest equally over 4 years (5) Options issued 11/7/07 and vest equally over 4 years Table of ContentsOPTIONS EXERCISES AND STOCK VESTED TABLE FOR FISCAL YEAR 2007Name Number of
Shares
Acquired on
Exercise (#)Value
Realized on
Exercise ($)Michael A. McManus Jr. 20,000 22,000 Richard Zaremba — — Dan Voic — — Ronald Manna — — Frank Napoli — — Dr. W. Paul Constantine — — ‘‘1991 Plan’’“1991 Plan”) which covers up to 375,000 shares of Common Stock. Pursuant to the 1991 Plan, officers, directors, consultants and key employees of the Company are eligible to receive incentive and/or non-incentive stock options. At June 30, 2007,2008, options to purchase 30,000 shares were outstanding under the 1991 Plan at an exercise price of $7.38 per share with a vesting period of two years, options to purchase 327,750 shares had been exercised and options to purchase 47,250 shares have been forfeited (of which options to purchase 30,000 shares have been reissued). There are no shares available for future grants.(the ‘‘1996 Plan’’) covering an aggregate of 450,000 shares of Common Stock(the “1996 Plan”) and the 1996 Non-Employee Director Stock Option Plan (the ‘‘1996“1996 Directors Plan’’Plan”) covering an aggregate of 1,125,000 shares of Common Stock. At June 30, 2007,2008, options to purchase 291,278266,278 shares were outstanding at exercise prices ranging from $3.07 to $18.50$7.60 per share with a vesting period of immediate to three years under the 1996 Plan and options to acquire 250,000175,000 shares were outstanding at exercise prices ranging from $.73$3.07 to $7.60 per share with a vesting period of immediate to three years under the 1996 Directors Plan. At June 30, 2007,2008, options to purchase 138,295 shares under the 1996 Plan have been exercised and options to purchase 197,372222,372 shares have been forfeit edforfeited (of which options to purchase 182,945 shares have been reissued). At June 30, 2007,2008, options to purchase 808,500 shares under the 1996 Directors Plan have been exercised, options to purchase 90,000 shares have been forfeited (of which none have been reissued) and there are no shares available for future grant.‘‘1998 Plan’’“1998 Plan”) covering an aggregate of 500,000 shares of Common Stock. At June 30, 2007,2008, options to purchase 385,675381,875 shares were outstanding under the 1998 Plan at exercise prices ranging from $3.07$3.45 to $7.60 per share with a vesting period of immediate to three years. At June 30, 2007,2008, options to purchase 72,848 shares under the 1998 Plan have been exercised and options to purchase 106,752110,552 shares under the 1998 Plan have been forfeited (of which options to purchase 69,27579,702 shares have been reissued).‘‘2001 Plan’’“2001 Plan”) covering an aggregate of 1,000,000 shares of Common Stock.common stock. At June 30, 2007,2008 options to purchase 824,298862,838 shares were outstanding under the 2001 Plan at exercise prices ranging from $3.45 to $8.00 per share with a vesting period of one to four years. At June 30, 2007,2008, options to purchase 128,306 shares under the 2001 Plan have been exercised and options to purchase 168,987176,762 shares under the 2001 Plan have been forfeited (of which 142,906159,577 options have been reissued).‘‘2005 Plan’’“2005 Plan”) covering an aggregate of 500,000 shares of Common Stock and the 2005 Non-Employee Director Stock Option Plan (the ‘‘2005“2005 Directors Plan’’Plan”) covering an aggregate of 200,000 shares of Common Stock. At June 30, 2007,2008, there were no31,850 options to purchase shares outstanding under the 2005 Plan.Plan at exercise prices ranging from $4.04 to $4.98 per share with a vesting period of one to four years. At June 30, 2007,2008, 468,150 shares were available for future grants. At June 30, 2008, options to purchase 75,000 sharesTable of ContentsDirectorsNon- Employee Director Stock Option Plan at an exercise price of $5.42 with a vesting period over fourone to three years. At June 30, 2007,2008, no options had been exercised under the 2005 Directors Plan.Qualitative Listing Requirements of the Nasdaq Market.NASD listing standards. Incentive stock options granted under the plans are exercisable for a period of up to ten years from the date of grant at an exercise price which is not less than the fair market value of the Common Stock on the date of the grant, except that the term of an incentive stock option granted under the plans to a shareholder owning more than 10% of the outstanding Common Stock may not exceed five years and its exercise price may not be less than 110% of the fair market value of the Common Stock on the date of grant. Options shall become exercisable at such time and in such installments as provided in the terms of each individual option agreement.Compensation Committee Interlocks and Insider Participation15Messrs. Alliger, Minetti, O’Neill and Gildea weremembersBoard of Directors authorized, subject to approval by the Company’s shareholders, an amendment of the Compensation Committee (the ‘‘Compensation Committee’’) duringCertificate of Incorporation increasing the fiscal year ended June 30, 2007. Except for Mr. Alliger who was President until 1982 and Chairmantotal number of authorized shares of Common Stock from ten (10) million shares to twenty (20) million shares. The form of the proposed amendment to the Certificate of Incorporation is annexed hereto as Exhibit A. A Restated Certificate of Incorporation incorporating the form of proposed amendment set forth in Exhibit A will be filed with the New York Department of State promptly after the Annual Meeting if the proposed amendment is adopted by the Company’s shareholders.until 1996, no such memberof Directors has determined that the adoption of the Compensation Committeeproposed amendment will be in the best interests of the Company. Number of Shares Prior to Increase After Increase Authorized 10,000,000 20,000,000 Outstanding 7,001,369 7,001,369 Treasury Shares 77,800 77,800 1,731,341 1,731,341 1,189,490 11,189,490 an officernot sufficient to enable the Company to respond to potential business opportunities and pursue important objectives that may present themselves. Although the Company has no commitments or employee duringagreements with any other person or entity regarding a proposed transaction, the fiscal year ended June 30, 2007,Board of Directors believes that the availability of additional authorized but unissued shares of Common Stock will provide the Company with the flexibility to issue shares of Common Stock without further shareholder action (subject to applicable laws and stock exchange rules) in the event that the Board of Directors determines to enter into any such transaction. Accordingly, the Board of Directors believes it is in the Company’s best interests to increase the number of authorized shares of Common Stock as described above.1 Represents shares of Common Stock that are issuable upon the exercise of outstanding options. 2 Includes 476,283 shares of Common Stock that may be the subject of future grants of options under the Company’s existing option plans. former officer,strategic business relationships. Further, the Board of Directors believes the availability of additional shares of Common Stock will enable the Company to attract and retain talented employees through the grant of additional stock options and other stock-based incentives following any such acquisition. The issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and a person who does not purchase additional shares of Common Stock will not be able to maintain his or her pro rata interest of a shareholder’s percentage voting power.no such memberits then-existing shareholders.Compensation Committee hadCompany. The proposed amendment is not in response to any relationship witheffort on the part of any party to accumulate material amounts of shares of Common Stock or to acquire control of the Company requiring disclosure under Item 404by means of Regulation S-K. No interlocking relationship exists between the members ofmerger, tender offer, proxy contest or otherwise, or to change the Company’s Compensation Committee andmanagement. In addition, the corporate action is not part of any plan by management to recommend a series of similar amendments to the Board of Directors or Compensation Committeeand the shareholders.any other company.Tablethe above-described amendment to the Certificate of ContentsShare Performance GraphThe following graph comparesIncorporation requires the cumulative total return on the Company’saffirmative vote of not less than a majority of all outstanding shares of Common Stock duringentitled to vote on this proposal. All members of the last five fiscal years with the NASDAQ Total U.S. Return IndexBoard of Directors and the NASDAQ Medical Devices, Instruments and Supplies Index during the same period. The graph shows the value, at the end of each of the last five fiscal years, of $100 invested in the Common Stock or the indices on June 30, 2003. The graph depicts the change in value of the Company’s Common Stock relative to the noted indicesour executive officers who beneficially hold as of the endRecord Date an aggregate of each fiscal year595,820 outstanding shares of Common Stock (approximately 8.5% of the outstanding shares of Common Stock as of the Record Date) have indicated that they will vote in favor of the proposal. Under the New York Business Corporation Law, shareholders are not entitled to dissenters’ rights with respect to this proposal.not for any interim period. Historical stock price performancethe shareholders and recommends a vote “FOR” this proposal. It is not necessarily indicativeintended that the shares of future stock price performance. 2003 2004 2005 2006 2007 Misonix, Inc. 100 228 183 178 181 NASDAQ Total U.S. Return Index 100 126 127 135 162 NASDAQ Medical Devices, Instruments and Supplies Index 100 143 147 155 186 
Table of ContentsPROPOSAL TWO(‘‘(“Grant Thornton’’Thornton”) to act as the Company’s independent registered public accounting firm for the 20082009 fiscal year. Grant Thornton will audit the Company’s consolidated financial statements for the 20082009 fiscal year and perform other services. While shareholder ratification is not required by the Company’s By-laws or otherwise, the Board of Directors is submitting the selection of Grant Thornton to the shareholders for ratification as part of good corporate governance practices. If the shareholders fail to ratify the selection, the Audit Committee may, but is not required to, reconsider whether to retain Grant Thornton. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent auditor at any time during the year if it determines that such a change would be in the best interest of the Comp anyCompany and its shareholders.On November 14, 2005, Ernst & Young LLP (‘‘E&Y’’), the Company’s independent registered public accounting firm for the 2005 fiscal year, informed the Company that it was resigning as the Company’s independent auditor.The report of E&Y on the Company’s financial statements as of and for the fiscal year ended June 30, 2005 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.During the fiscal year ended June 30, 2005 and through the date of E&Y’s resignation, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such year.On January 23, 2006, the Company engaged Grant Thornton to act as its independent registered public accounting firm as successor to E&Y. The Committee of the Company’s Board of Directors approved the appointment of Grant Thornton as the Company’s independent registered public accounting firm. Accordingly, Grant Thornton has audited the Company’s financial statements for the Company’s 2007 and 2006 fiscal years.Audit Fees:$336,449$263,294 and $84,240$336,449 in the aggregate for services rendered for the audit of the Company’s 20072008 and 20062007 fiscal years and the review of the Company’s interim financial statements included in the Company’s Quarterly Reports on Form 10-Q for the Company’s 2008 and 2007 and 2006 fiscal years.Fees:20072008 and 20062007 fiscal years.Fees:tax relatedtax-related services, as defined by the SEC, to the Company for the Company’s 2008 and 2007 fiscal year ended June 30, 2007. Grant Thornton billed the Company $38,019 in the aggregate for professional services for tax compliance, tax advice and tax planning for the Company’s 2006 fiscal year.Fees:Grant Thornton LLP billed the Company for an audit of the Company’s 401(k) plan ending December 31, 2005 in the amount of $20,800. Fees: services for other services other than those covered in the section captioned ‘‘Audit Fees’’ and ‘‘Tax Fees’’“Audit Fees” for the Company’s 20072008 and 20062007 fiscal years.Table of Contents All the services described in ‘‘Tax Fees’’ and ‘‘All Other Fees’’, above, were approved by the Audit Committee in accordance with its pre-approval policies and procedures. The Audit Committee has considered the service s provided by Grant Thornton covered under ‘‘Tax Fees’’ and ‘‘All Other Fees’’ and determined that they are compatible with maintaining Grant Thornton’s independence.therefore.therefor.14, 200820, 2009 to be considered for inclusion in the Company’s next Proxy Statement. Under SEC proxy rules, Proxiesproxies solicited by the Board of Directors for the 20082009 Annual Meeting may be voted at the discretion of the persons named in such proxies (or their substitutes) with respect to any shareholder proposal not included in the Company’s Proxy Statement if the Company does not receive notice of such proposal on or before September 25, 2008,October 3, 2009, unless the 20082009 Annual Meeting is not held within 30 days before or after the anniversary date of the 20072008 Annual Meeting.20072008 has been provided to all shareholders. Shareholders are referred to the Report for financial and other information about the Company, but such Report is not incorporated in this Proxy Statement and is not part of the proxy soliciting material.THE COMPANY WILL PROVIDE A COPY OF ITS ANNUAL REPORT TO THE SEC (FORM 10-K) FOR THE FISCAL YEAR ENDED JUNE 30, 2007, TO EACH SHAREHOLDER WITHOUT CHARGE (OTHER THAN A REASONABLE CHARGE FOR ANY EXHIBIT REQUESTED) UPON WRITTEN REQUEST TO:MISONIX, INC.1938 New HighwayFarmingdale, NY 11735By Order of the Board of Directors, RICHARD ZAREMBA Secretary Dated: November 17, 2008 Chief Financial Officer and SecretaryFarmingdale, New YorkDated: November 9, 2007MISONIX, INC.AUDIT COMMITTEE CHARTERA. PurposeThe primary purposeAudit Committee (the ‘‘Audit Committee’’)Certificate of MISONIX, INC. (the ‘‘Company’’)Incorporation, relating to the number of authorized shares of the Company, is hereby amended to increase the number of authorized shares of common stock from 10,000,000 shares to 20,000,000 shares and should read as follows:assistreceive, when and as declared by the Board of Directors, (the ‘‘Board’’) in fulfilling its responsibility to oversee the integrityout of the Company’s financial reporting process, including the performanceassets of the Company’s systemsCorporation legally available therefor, such dividends as may be declared from time to time by the Board of internal accounting and financial controls,Directors.Company’s internal audit function,holders of shares of Common Stock shall be entitled to receive all the outside auditors’ qualifications and independence,assets of the Company’s processCorporation available for monitoring compliancedistribution to shareholders in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, ratably, in proportion to the number of shares of Common Stock held by them. Neither the merger or consolidation of the Corporation into or with applicable legal, regulatory and ethics programs,any corporation nor the merger or consolidation of any other corporation into or with the Corporation nor the sale, lease, exchange or other disposition (for cash, shares of stock, securities or other consideration) of all or substantially all the assets of the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, of the Corporation.annual independent auditprovisions of this Certificate of Incorporation, to provide for the issuance of the Company’s financial statements. A purposePreferred Stock in series, and by filing a certificate pursuant to the New York Business Corporation Law, to establish the number of the Audit Committee shall also be to prepare the Audit Committee reportshares to be included in each such series, and to fix the Company’s proxy statement fordesignation, relative rights, preferences and limitations of the annual meetingshares of shareholders and any other meeting of shareholders at which membe rseach such series. The authority of the Board areof Directors with respect to each series shall include, but not be elected.limited to, determination of the following:In discharging its oversight role,20Audit Committeeholders of shares of the series shall be entitled to receive dividends and, if so, the rates of such dividends, conditions under which and times such dividends may be declared or paid, any preference of any such dividends to, and the relation to, the dividends payable on any other class or classes of stock or any other series of the same class and whether dividends shall be cumulative or non-cumulative and, if cumulative, from which date or dates;power to investigatevoting rights provided by law and, if so, the terms and conditions of exercise of such voting rights;matter that comes to its attention, with full access to all books, records, facilities and personnelother class, or any series of the Company. The Audit Committee shall also havesame or any other class, and, if so, the power to retain (at the Company’s expense) outside counsel, auditors or other advisors as it determines necessary to carry out its purposes and to determine the engagement terms and feesconditions thereof, including the date or dates when such shares shall be convertible into or exchangeable for shares of any other class, or any series of the same or any other class, the price or prices of or the rate or rates at which shares of such outside counsel, auditors and other advisors. The outside auditors are ultimately accountable to the Audit Committee and shall report directly to the Audit Committee.The Audit Committee shall review the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.B. MembershipThe Audit Committee shall comprise not less than three (3) members of the Board, each of whomseries shall be independent as defined below. The Audit Committee’s composition will meet the requirements of the Qualitative Listing Requirements of the Nasdaq Stock Marketso convertible or exchangeable, and all applicable federal securities laws.The members of the Audit Committeeany adjustments which shall be appointed bymade, and the Boardcircumstances in which any such adjustments shall be made, in the conversion or exchange price or rates;removal by the Board.1. IndependenceNo Audit Committee memberoperation of a retirement or sinking fund and if so subject, the extent to and the manner in which it shall qualify as ‘‘independent’’ unlessbe applied to the Board affirmatively determines that the member has no material relationship with the Company (either directlypurchase or as a partner, shareholder, or officer of an organization that has a relationship with the Company) and otherwise meets the standards for independenceredemption of the Nasdaq Stock Marketshares of that series, and the terms and provisions relative to the operation thereof;applicable federal securities laws.2. Financial Expertisepresence of any such rights to, and ExperienceAt least one (1) memberthe regulation of, the Audit Committee shall be an ‘‘audit committee financial expert’’ as definedrights in rules promulgated by the Securities and Exchange Commission. All membersrespect thereto of any class or classes of stock or any other series of the Audit Committee shall be financially literate, as definedsame class; andQualitative Listing Requirementspayment of the Nasdaq Stock Market.C. Key ResponsibilitiesThe Audit Committee’s job is one of oversight. The Company’s management is responsible for preparing the Company’s financial statements and the outside auditors are responsible for auditing those financial statements. The Audit Committee is not responsible for planning or conducting audits or determining that the Company’s financial statements are complete and accurate or in accordance withgenerally accepted accounting principles and applicable rules and regulations. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providingdividends including accumulations, if any, expert or special assurance as to the Company’s financial statements or any professional certification as to the outside auditors’ work.The Audit Committee shall meet at least four times per year, or more often as necessary to perform the duties and responsibilities of the Audit Committee as set forth herein. The Audit Committee shall report to the Board at its next meeting after each Audit Committee meeting.The following are functions of the Audit Committee in carrying out its oversight function.1. Selection and Compensation of the Outside AuditorsThe Audit Committee shall have the sole authority and direct responsibility to select, evaluate and, where appropriate, replace the outside auditors. In connection therewith, the Audit Committee is responsible for determining the engagement terms and fees of the outside auditors and for resolving disputes between management and the outside auditors regarding financial reporting.2. Pre-Approval of Audit and Non-Audit ServicesAll auditing services provided to the Company by the outside auditors shall be pre-approved by the Audit Committee.Additionally, the Audit Committee or one or more of its members shall review any non-audit services provided to the Company by its outside auditors and, except for certain de minimis1 services to the extent permitted by law, shall pre-approve any such non-audit services. The Audit Committee shall be responsible for determining the engagement terms and fees of any non-audit services to be provided by the outside auditors. The Audit Committee shall not approve the engagement of the Company’s outside auditors to perform any non-audit services that are prohibited by Section 10A(g) of the Securities Exchange Act of 1934, as amended, or any rules promulgated thereunder.The decisions of any member of the Audit Committee to whom authority is delegated to approve any activity by the outside auditors shall be presented to the full Audit Committee at its next meeting.The Audit Committee shall consider whether the outside auditors’ performance of any proposed non-audit services is compatible with the outside auditors’ independence.3. Meetings with and Reports from Outside Auditors(a) The Audit Committee shall periodically meet with management and the outside auditors in separate executive sessions.(b) The Audit Committee shall review and discuss with management and the outside auditors the audited financial statements and related footnotes and the Management’s Discussion and Analysis to be included in the Company’s Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of the Form 10-K). Such review and discussion shall include the analysis and judgment of management and the outside auditors about the appropriateness and quality, not just acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. In addition, the Audit Committee shall review and consider with management and the outside auditors the matters required to be discussed by Statement on Auditing Standards (‘‘SAS’’) No. 61. The Audit Committee shall recommend to the Board whether, based on the review and discussions described herein, the financial statements should be included in the Company’s Annual Report on Form 10-K.1De minimis services are defined in Section 202 of the Sarbanes-Oxley Act (Section 10A(i)(1)(B) of the Securities Exchange Act) as services that meet the following criteria: (1) all such services must in the aggregate constitute no more than 5% of the revenues paid by the company to the outside auditor; (2) such services must not have been recognized by the company as non-audit services at the time of the engagement for such services and (3) such services are brought to the attention of the audit committee (or one or more members of the committee to whom the approval of such services has been delegated) and are approved by the committee or such members(s) before the completion of such services.(c) The Audit Committee shall review and discuss with management and the outside auditors the Company’s interim financial results to be included in the Company’s quarterly reports to be filed with the Securities and Exchange Commission. This review will occur prior to each filing by the Company of its Quarterly Report on Form 10-Q.(d) The Audit Committee shall review and discuss with management and the outside auditors the accounting policies and assumptions which may be viewed as critical, the alternative treatments of financial information within generally accepted accounting principles that the outside auditors have discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the outside auditors. The Audit Committee shall review and discuss with management and the outside auditors any significant changes in the accounting policies of the Company and accounting and financial reporting pronouncements and proposed rules that may have a significant impact on the Company’s financial reports.(e) The Audit Committee shall review and discuss with management and the outside auditors (i) any financial or non-financial arrangements of the Company which do not appear on the financial statements of the Company but are necessary to understand how significant aspects of the Company’s business are conducted; and (ii) material transactions or courses of dealing with parties related to the Company.(f) At least annually, the Audit Committee shall obtain and review a report by the outside auditors describing the following: (i) the outside auditors’ internal quality control procedures; and (ii) any material issues raised by the most recent internal quality control review, or peer review of the outside auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five (5) years respecting one (1) or more independent audits carried out by the outside auditors, and any steps taken to deal with any such issues.(g) The Audit Committee shall evaluate the qualifications, performance and independence of the outside auditors and the lead audit partner (including the rotation of the lead audit partner) and present the conclusions of the Audit Committee to the entire Board. In evaluating the outside auditors, the Audit Committee shall consider whether it is appropriate to rotate outside auditing firms.(h) The Audit Committee shall: (i) request from the outside auditors annually, a formal written statement delineating all relationships between the auditors and the Company consistent with Independence Standards Board Standard Number 1; (ii) discuss with the outside auditors any such disclosed relationship and its impact on the outside auditors’ independence; and (iii) determine any appropriate action in response to the outside auditors’ report to satisfy itself of the auditors’ independence.(i) The Audit Committee shall meet separately with the outside auditors, with and without management present, to discuss the results of their audits, including any audit problems or difficulties and management’s response.(j) The Audit Committee shall review and discuss with management, the outside auditors and the Company’s Chief Financial Officer, the adequacy and effectiveness of the Company’s internal controls, including the Company’s legal and regulatory compliance programs and the application of the Company’s code of ethics to the senior financial officers. The Audit Committee shall review and discuss the Company’s legal and regulatory compliance programs with the Company’s General Counsel.(k) The Audit Committee shall review and discuss the Company’s guidelines and policies to govern the process by which risk assessment and risk management is undertaken and its programs for monitoring and controlling major financial risks.(l) The Audit Committee shall review and discuss with the Company’s Chief Executive Officer and Chief Financial Officer their evaluation of the Company’s disclosure controls and procedures.4. Other Matters(a) Legal Proceedings and Contingent LiabilitiesThe Audit Committee shall review with management material and pending or overtly threatened legal proceedings involving the Company and other material contingent liabilities.(b) Press Releases and Information Provided to Analysts and Ratings AgenciesThe Audit Committee shall discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (through a discussion of the types of information to be disclosed and the types of presentations to be made). In addition, the Audit Committee may delegate the review of individual press releases or presentations to the Audit Committee’s chairman or another member of the Audit Committee.(c) Proxy Statement ReportThe Audit Committee shall prepare the Audit Committee report required by the rules of the Securities and Exchange Commission to be included in the Company’s proxy statement for the election of members of the Board. The report will address all issues required by the Securities and Exchange Commission.(d) Procedures for Employee Complaints and ConcernsThe Audit Committee shall establish procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.(e) Hiring Practices for Employees of Outside AuditorThe Audit Committee shall set clear hiring practices for employees or former employees of the outside auditors; such practices to be in accordance with applicable federal securities laws.(f) Annual Self-EvaluationThe Audit Committee shall perform an annual self-evaluation to determine the extent tosums which it fulfilled its obligations as describedwould be payable on such shares if all dividends were declared and paid in this Charter or otherwise requiredfull, and in any distribution of assets (other than by applicable listing standards, regulations or law.way of dividends) in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.”1, 20073, 2008 at the Annual Meeting of Shareholders to be held on December 11, 20072008 or any adjournment thereof.
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED ACCOUNT NUMBER NO. OF SHARES 1.
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name(s) in the line provided below).o o 2.FOR AGAINST ABSTAIN o o o FORAGAINSTABSTAIN o o o meeting.Meeting. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, the Proxy will be voted FOR the election of all Directors, Proposal 2 and Proposal 2.3.Please sign exactly as name appears hereon. (Signature) (Signature) Dated (Signature if held jointly) Dated When shares are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Please note any change in your address alongside the address as it appears in the Proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.