If you are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy covering your shares as to certain “routine” matters, even if you have not instructed your broker, bank, trust or other nominee on how to vote on those matters. Please see the subsection “If You Do Not Specify How You Want Your Shares Voted” below. In the absence of a quorum, the Annual Meeting may be adjourned, from time to time, by the chairman of the meeting or by the vote of the holders of a majority of the shares represented thereat, but no other business may be transacted at such meeting.

How to Vote Your Shares

You may vote by attending the Annual Meeting and voting in person or by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.”

If your shares are registered directly in your name in the records of the Company’s transfer agent, you are considered the stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described below.

Shares Held as a Record Holder.    If you hold your shares of Common Stock as a record holder and you are viewing this proxy statement on the Internet, you may submit a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. You may request paper copies of the proxy statement and proxy card by following the instructions on the Notice. If you hold your shares of Common Stock as a record holder and you are reviewing a paper copy of this proxy statement, you may submit a proxy over the Internet or by telephone by following the instructions on the proxy card, or by completing, dating and signing the proxy card that was included with this proxy statement and promptly returning it in the pre-addressed, postage-paid envelope provided to you.

Shares Held in Street Name.    If you hold your shares of Common Stock in street name, you will receive a notice from your broker, bank, trust or other nominee that includes instructions on how to vote your shares. Your broker, bank, trust or other nominee may allow you to deliver your voting instructions over the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of this proxy statement and accompanying proxy card from your broker by following the instructions on the notice provided by your broker, bank, trust or other nominee.

The Internet and telephone voting facilities will close at 5:00 P.M., Eastern Time, on June29, 2020. Stockholders who submit a proxy through the Internet or by telephone should be aware that they may incur costs to access the Internet or telephone, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by the stockholder. Stockholders who submit a proxy by Internet or telephone need not return a proxy card or the form forwarded by your broker, bank, trust or other holder of record by mail.

Voting in Person

If you plan to attend the Annual Meeting and wish to vote in person, you may request a ballot at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, and you decide to attend and vote at the Annual Meeting, your vote in person at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your broker, bank, trust or other nominee). Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

Changing Your Vote

As a stockholder of record, if you submit a proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy by (i) delivering a written notice of revocation to the attention of the Secretary of the Company at our principal executive offices at 1938 New Highway, Farmingdale, NY 11735, at 10:00 a.m. for(ii) duly submitting a later-dated proxy over the purposes set forth inInternet, by mail or by telephone or (iii) attending the accompanying Notice of Annual Meeting of Shareholders.The enclosed Proxy is solicited byin person and on behalf of the Board of Directors of the Company (“Board of Directors” or “Board”) for usevoting in person. Attendance at the Annual Meeting to bewill not, by itself, revoke a proxy. If your shares are held on Monday, May 7, 2018, and at any adjournmentsin the name of such Meeting. The approximate date on which thisa broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

If You Receive More Than One Proxy Statement and the enclosed Proxy are being first mailed to shareholders is March 21, 2018.

Card or Notice

If you receive more than one proxy card or notice, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a Proxy inproxy by telephone or the accompanying form is duly executed and returned, the shares represented by such Proxy will be votedInternet, submit one proxy for each proxy card or notice you receive.

How Will Your Shares Be Voted

Stockholders of record as specified. In the absence of such directions, the Proxy will be voted in accordance with the recommendations of the Board. Any person executing a Proxy may revoke it prior to its exercise either by letter directed to the Company or in person at the Annual Meeting.

Voting Rights

On March 19, 2018 (the “Record Date”), the Company had outstanding 9,402,466 sharesclose of its only class of voting securities, namely common stock, par value $.01 per share (the “Common Stock”). Shareholdersbusiness on May19, 2020 are entitled to one vote for each share of our Common Stock held on all matters to be voted upon at the Annual Meeting. All shares entitled to vote and represented by properly submitted proxies received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies.

If You Do Not Specify How You Want Your Shares Voted

As a stockholder of record, if you submit a signed proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the proxy holder will vote your shares:

•        FORthe election of the five directors nominated by the Board and named in thisproxy statement to serve until the Company’s 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

•        FORthe non-binding advisory vote on the compensation of our named executive officers;

•        FORthe proposal to approve the amendment of the Misonix, Inc. 2017 Equity Incentive Plan;

•        FORthe ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June30, 2020; and

•        with respect to any other matter that properly comes before the meeting, or any adjournment or postponement, as recommended by our Board, but if no recommendation is given, they will vote in their namesown discretion.

If you sign and return your proxy card but do not specify how you want to vote your shares, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors.

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the nominee does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. Shares that constitute broker non-votes will be counted as present at the closeAnnual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Brokers, however, do not have discretionary authority to vote on the election of directors to serve on our Board, the approval of the amendment to the Misonix, Inc. 2017 Equity Incentive Plan, or the non-binding advisory vote to approve our executive compensation.

In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The Board knows of

no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement. In addition, no stockholder proposal or nomination was received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

Vote Required and Recommendation of our Board

Proposal 1.    The stockholders will vote to elect five directors to serve until our 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. The election of directors requires a plurality of the votes cast by the holders of Common Stock present and voting at the Annual Meeting, with the five nominees receiving the highest vote totals to be elected. Stockholders may vote “FOR” or “WITHHOLD AUTHORITY.” Votes indicating “WITHHOLD AUTHORITY” will be counted as a vote against the nominee. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the Record Date. Theoutcome of the vote of Proposal 1. If your shares are held by your broker in “street name,” and you do not furnish voting instructions to your broker, your brokerage firm may not vote your shares on Proposal 1. Brokerage firms and nominees will not have the authority to vote their customers’ unvoted shares on Proposal 1 if the customers have not furnished voting instructions within a specified period of time prior to the annual meeting.

Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if any nominee should become unavailable for election prior to the Annual Meeting (an event that currently is not anticipated by the Board) the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board.

Our Board recommends that you vote FOR the
election of each of the five nominees for election to the Board

Proposal 2.    To approve Proposal2, the advisory vote on executive compensation, we must receive the affirmative vote of at least a pluralitymajority of the votes cast at the Annual Meeting by our stockholders. For Proposal2, a stockholder may indicate “FOR,” “AGAINST” or “ABSTAIN” on the proxy card. For purposes of determining the number of votes cast with respect to Proposal2, only those votes cast “FOR” or “AGAINST” are included. Brokerage firms and nominees will not have the authority to vote their customers’ unvoted shares on Proposal 2 or to vote their customers’ shares if the customers have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes are counted only for purposes of determining whether a quorum is requiredpresent at the meeting and therefore will have no effect on the outcome of the vote for Proposal 2. The vote on Proposal 2 is advisory only and not binding on the electionCompany. Although this is advisory, we, our Board, and Compensation Committee of Directors. The approvalthe Board value the opinions of our stockholders and expect to take the outcome of this vote into account when considering future compensation arrangements for our executive officers.

Our Board recommends that you vote FOR the
resolution to approve our executive compensation

Proposal Two requires3.    To approve Proposal3, we must receive the affirmative vote of at least a majority of the votes cast at the Annual Meeting by our stockholders. For Proposal3, a stockholder may indicate “FOR,” “AGAINST” or “ABSTAIN” on the proxy card. For purposes of determining the number of votes cast with respect to Proposal3, only those votes cast “FOR” or “AGAINST” are included. Brokerage firms and nominees will not have the authority to vote their customers’ unvoted shares on Proposal 3 or to vote their customers’ shares if the customers have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the meeting and therefore will have no effect on the outcome of the vote for Proposal 3.

Our Board recommends that you vote FOR the proposal to approve
the amendment to the Misonix, Inc. 2017 Equity Incentive Plan

Proposal 4.    To approve Proposal4, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020, we must receive the affirmative vote of at least a majority of the votes cast at the annual meeting by our stockholders for each proposal. For Proposal4, a stockholder may indicate “FOR,” “AGAINST,” OR “ABSTAIN” on the proxy card. For purposes of determining the number of votes cast with respect to this proposal, only those votes cast “FOR” OR “AGAINST” are included. Abstentions and broker non-votes are

counted only for purposes of determining whether a quorum is present at the meeting and therefore will have no effect on the outcome of the vote for this proposal. Brokerage firms and nominees have the authority to vote their customers’ unvoted shares on Proposal 4 as well as to vote their customers’ shares on this proposal where the customers have not furnished voting instructions within a specified period of time prior to the annual meeting.

Our Board recommends that you vote FOR the ratification of the appointment of
Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020

Proposal 5.    Any other matter submitted to the stockholders will require the affirmative vote of a majority of the shares represented and entitled to vote, in person or by proxy, at the annual meeting, unless a greater percentage is required either by law or by our amended certificate of Common Stock outstandingincorporation or bylaws. In addition, the proxy confers discretionary authority to the persons named in the proxy authorizing those persons to vote, in their discretion, on any other matters properly presented at the annual meeting of stockholders. The Board is not currently aware of any such other matters. If any other matter does properly come before the annual meeting, the Board intends that the persons named in the enclosed form of proxy will vote on such matter as directed by the Board or, in the absence of such direction, in accordance with their judgment.

Rules of the Record Date. Meeting

The affirmative voteChairman of holdersthe Board (the “Chairman”), the Chief Executive Officer of the Corporation (the “Chief Executive Officer”), or an officer of the Corporation designated from time to time by a majority of the shares represented at the meetingWhole Board, will call meetings of stockholders to order and entitled to vote on the matter is required for the approval (on an advisory basis) of the compensation of the Company’s Named Executive Officers and for the ratification of the selection of BDO USA, LLPwill act as the Company’s independent registered public accounting firm. On all other matters which may come before the Annual Meeting, the affirmative vote of holders ofpresiding officer thereof. Unless otherwise determined by a majority of the shares representedWhole Board prior to the meeting, the presiding officer of any meeting of stockholders will also determine the order of business and have the authority in his or her sole discretion to determine the rules of procedure and regulate the conduct of the meeting, including without limitation by: (a) imposing restrictions on the persons (other than stockholders of the Corporation or their duly appointed proxy holders) that may attend the meeting; (b) ascertaining whether any stockholder or his or her proxy holder may be excluded from the meeting based upon any determination by the presiding officer, in his or her sole discretion, that any such person has disrupted or is likely to disrupt the proceedings thereat; (c) determining the circumstances in which any person may make a statement or ask questions at the meeting; (d) ruling on all procedural questions that may arise during or in connection with the meeting; (e) determining whether any nomination or business proposed to be brought before the meeting has been properly brought before the meeting; (f) determining the time or times at which the polls for voting at the meeting will be opened and entitledclosed; and (g) recessing or adjourning the meeting in accordance with Bylaw 14.

Tabulation of Votes and Inspector of Elections

All votes will be tabulated as required by Delaware law, the state of our incorporation, by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to vote on the matter is required. Forone or more proposals and broker non-votes will be counted as present for purposes of determining whether proposals have received a majority vote, abstentionsquorum.

Solicitation of Proxies

We will notbear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy, the notice and any additional information furnished to stockholders.

Copies of solicitation materials will be includedfurnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in the vote totals and, in instances where brokerstheir names that are prohibited from exercising discretionary authority forbeneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners who have not returned a Proxy (“broker non-votes”), those votes will notfor their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be included in the vote totals. Therefore, abstentions and broker non-votessupplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. No additional compensation will be counted inpaid to our directors, officers or staff members for such services.

- Proposal One -
Election of Directors

Under our governing documents, our Board has the determinationpower to set the number of directors from time to time by resolution. We currently have five authorized directors serving on our Board; each is elected for a quorum, but will have no effectterm of one year and until their successors are duly elected and qualified or until his or her earlier retirement, resignation, disqualification, removal or death. Based on the vote for the electionrecommendation of Directors, the approval (on an advisory basis)our Nominating and Governance Committee, our Board has nominated each of the compensationfive director nominees set forth below to stand for re-election by our stockholders at the Annual Meeting. If re-elected each director will hold office until our annual meeting of stockholders to be held in 2021 and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death. The following table contains information regarding each of the Company’s Named Executive Officers ornominees for election to our Board:

Nominees to the ratificationBoard

the Medical Device Manufacturers Association for the past decade and as Vice Chairman of the Innovation Advisory Board for the Partners Health System for the past five years. Prior to joining SV Health Investors, Mr.LaViolette spent nearly three decades building and leading medical device businesses. From 1994 to 2008, Mr.LaViolette served in several roles at Boston Scientific Corporation including President of Cardiology and International, Group President of Cardiovascular and Endosurgery, and Chief Operating Officer. Prior to joining Boston Scientific Corporation, Mr.LaViolette served in general management and commercial leadership roles at C.R. Bard from 1984 to 1993 and at Kendall (Medtronic) from 1980 to 1984. Mr.LaViolette holds an MBA from Boston College and a B.A. in Psychology from Fairfield University. The Board believes his experience as a medical doctor and his corporate experience qualifies him to serve as a Director.

Stavros G. Vizirgianakis became the Company’s Interim Chief Executive Officer in September 2016 and its full-time President and Chief Executive Officer in December 2016. Mr. Vizirgianakis has a distinguished career in the medical devices field having worked for United States Surgical Corporation as director of sales for sub-Saharan Africa and later Tyco Healthcare in the capacity of General Manager South Africa. In 2006, Mr. Vizirgianakis co-founded Surgical Innovations, which has become one of the largest privately owned medical device distributors in the African region, and now part of the Johannesburg Stock Exchange listed entity Ascendis Health. In that capacity, Mr. Vizirgianakis acted as a distributor of the Company’s products. Mr. Vizirgianakis was Managing Director of Ascendis Medical from January 2014 through July 2016. Mr. Vizirgianakis also served on the board of Tenaxis Medical and is a strategic investor and advisor to numerous medical device startups and established companies in this field. Mr. Vizirgianakis has a degree in commerce from the University of South Africa. The Board believes Mr. Vizirgianakis’Mr.LaViolette’s industry knowledge sales and marketingexecutive leadership experience and his vast international business relationships qualify him to serve as a Director.

Patrick A. McBrayer has served since January 2016 as President and Chief Executive Officer of ACell Corporation, a surgery and wound care company. Mr. McBrayer previously served as President and Chief Executive Officer and as a director of privately-held AxioMed Spine Corporation from February 2006 to January 2015. AxioMed is a medical device company focused on restoring the natural function of the spine. Prior to joining AxioMed, he held positions with Xylos Corporation (medical biomaterials); Exogen, Inc. (treatment of musculoskeletal injury and disease); Osteotech, Inc. (tissue technology); and Johnson and Johnson Products, Inc. (healthcare products). Mr. McBrayer holds a B. S. in General Engineering from the United States Military Academy. The Board believes Mr. McBrayer’s industry knowledge and experience as a CEO qualifies him to serve as a Director.

Thomas M. Patton has served as President and Chief Executive Officer of CAS Medical Systems, Inc. until April 2019, and as a member ofserved on its Board of Directors sincefrom August 2010.2010 until April 2019. He previously served as the CEO of Wright Medical Group, an orthopedic device company, located in Memphis, Tennessee, and as President of Novametrix Medical Systems, a patient-monitoringpatient-monitoring company, located in Wallingford, Connecticut. From 2003 to 2010, Mr. PattonMr.Patton acted as an advisor to the healthcare-focusedhealthcare-focused private equity group of Ferrer Freeman & Company and, in that capacity, served as the interim CEO of Informed Medical Communications on a part-timepart-time basis in 2006 and 2007. Mr. Patton isMr.Patton was a co-founderco-founder and CEO of QDx, Inc., a start-upstart-up company that developed a platform for hematology diagnostics beginning in 2003. Mr. Patton2003 until its sale to Abbott Laboratories. Mr.Patton attended The College of the Holy Cross, where he majored in Economics and Accounting. After graduating magna cum laude from Georgetown University Law Center, Mr. PattonMr.Patton worked at the law firm of Williams & Connolly in Washington, D.C. Thereafter, he joined Wright Medical Group as its General Counsel where he served in various executive roles until being appointed CEO. The Board believes Mr. Patton’sMr.Patton’s industry knowledge, current and prior experience as a CEO and financial acumen and experience qualify him to serve as a director.

Mr.Stavros G. Vizirgianakisbecame our Interim Chief Executive Officers who are not Directors

Joseph P. DwyerOfficer in September 2016 and our full-time President and Chief Executive Officer in December 2016. Mr.Vizirgianakis has serveda distinguished career in the medical devices field having worked for United States Surgical Corporation as director of sales for sub-Saharan Africa and later Tyco Healthcare in the capacity of General Manager South Africa. In 2006, Mr.Vizirgianakis co-founded Surgical Innovations, which has become one of the largest privately owned medical device distributors in the African region, and now part of the Johannesburg Stock Exchange listed entity Ascendis Health. In that capacity, Mr.Vizirgianakis acted as a distributor of the Company’s Chief Financial Officer since August 2017 and as the Company’s Treasurer and Secretary since September 2017, and previouslyproducts. Mr.Vizirgianakis was Managing Director of Ascendis Medical from January 2014 through July 2016. Mr.Vizirgianakis also served as Interim Chief Financial Officer from September 2016 to August 2017. From June 2015 to the present, Mr. Dwyer has provided financial consulting and advisory services to various companies, through the firms Dwyer Holdings and TechCXO. Prior thereto, from November 2012 until June 2015, he was Chief Financial Officer of Virtual Piggy, Inc., a publicly-traded technology company. Prior to joining Virtual Piggy, Mr. Dwyer served as chief financial officer of OpenLink Financial, Inc., a privately held company, which provides software solutions for trading and risk management in the energy, commodity, and capital markets. During 2011 and 2012, Mr. Dwyer was a member ofon the board of directorsTenaxis Medical and chairman of the audit committeeis a strategic investor in and served as interim chief administrative officer of Energy Solutions International, Inc.,advisor to numerous medical device startups and established companies in this field. Mr.Vizirgianakis has a privately-held company providing pipeline management software to energy companies and pipeline operators. From 2010 through 2011, Mr. Dwyer served as chief administrative officer of Capstone Advisory Group, LLC, a privately- held financial advisory firm providing corporate restructuring, litigation support, forensic accounting, expert testimony and valuation services. Mr. Dwyer served as a consultant to Verint Systems, Inc., a software company listed on the NASDAQ Global Market, from 2009 through 2010, assisting with SEC reporting and compliance. From 2005 through 2009, Mr. Dwyer served as chief financial officer and executive vice president of AXS-One Inc., a publicly traded software company. During 2004, Mr. Dwyer served as chief financial officer of Synergen, Inc., a privately held software company providing energy technology to utilities. Prior to 2004, Mr. Dwyer also served as chief financial officer and executive vice president of Caminus Corporation, an enterprise application software company that was formerly listed on the NASDAQ National Market, chief financial officer of ACTV, Inc., a digital media company that was formerly listed on the NASDAQ National Market, and chief financial officer of Winstar Global Products, Inc., a manufacturer and distributor of hair care, bath and beauty products until its acquisition by Winstar Communications, Inc.degree in 1995 when Mr. Dwyer went on to serve as senior vice president, finance of Winstar Communications. Mr. Dwyer received his BBA in Accountingcommerce from the University of Notre Dame in 1978South Africa. The Board believes Mr.Vizirgianakis’ industry knowledge, sales and is licensedmarketing experience and his international business relationships qualify him to serve as a Certified Public AccountantDirector.

Ms. Gwendolyn A. Watanabehas over 25 years of financial and executive management experience in the State of New York.

Robert S. Ludecker became Seniormedical device industry. Ms. Watanabe presently serves as the Vice President, Global Corporate Development and Strategy for Teleflex Incorporated, a publicly traded global provider of medical technology products, reporting to Teleflex’s Chief Executive Officer. She has led the Teleflex Global Sales and Marketing in May 2015. PriorCorporate Development & Strategy team since 2013, specifically on strategic mergers & acquisitions. She also leads global strategic relationships for Teleflex. From July 2012 to joining the Company as Global Vice President of Sales and Marketing in MayJuly 2013, Mr. LudeckerMs. Watanabe served from February 2011 to May 2013 as Vice President of Global Salesthe Hotspur line of business for Teleflex’s Cardiac Care Division. Ms. Watanabe joined Teleflex in July 2012 as a result of Teleflex’s acquisition of Hotspur Technologies, Inc. She served as President and Marketing for BioMimetic Therapeutics, a NASDAQ-listed biotechnology company, specializing in the development and commercializationChief Executive Officer of products which promote the healing of musculoskeletal injury and diseases, including orthopedic, spine, and sports medicine applications.Hotspur since 2009. Prior to BioMimetic, Mr. Ludecker served from February 2008 to February 2011 in a variety of senior sales and marketing leadership positions with Small Bone Innovations, a private New York City-based orthopedic company specializing in small bones, and Smith and Nephew, a leading U.K.-based global provider of orthopedic reconstruction implants and a broad portfolio of medical instruments and supplies. Mr. Ludecker holds a B. A. degree from Kenyon College.

Dan Voic became Vice President of Research and Development and Engineering in January 2002. Prior thereto, hethis, she also served as Engineering Managera founding team member at Nellix Endovascular, Bacchus Vascular and DirectorAneuRx, all three of Engineering withwhich were medical device start-up companies that were acquired. In addition, Gwen has been general partner of three venture funds and other private equity entities. Ms. Watanabe formerly served on the Company. Mr. Voic has in excessBoard of 15 years’ experience in both medicalDirectors of Hotspur Technologies (acquired by Teleflex), NovaSom (still privately held) and laboratory and scientific products development. Mr. VoicPractice Fusion (acquired by Allscripts). She holds an M.S. degree in mechanical engineeringMechanical Engineering from PolytechnicStanford University “Traian Vuia” of Timisoara, Romaniain the Design Division with an emphasis on Biomechanical Design, as well as an MBA from Harvard Business School with a focus on Finance and an MS degree in applied mechanics from Polytechnic University of New York.

Joseph J. Brennan became Vice President of Operations in November 2014. Prior to joining the Company, Mr. Brennan served from October 2008 to August 2014 as Director of Operations for Air Techniques, Inc., a global medical device company. Mr. BrennanMarketing. She also holds a B. T. degreeB.S. in Mechanical Engineering from the State UniversityMassachusetts Institute of New York at Farmingdale.Technology where she simultaneously completed her pre-med requirements. The Board believes Ms. Watanabe’s executive experience, industry knowledge and technical background qualifies her to serve as a director.

John J. Salerno became Vice President of Quality and Regulatory Affairs in March 2015. Prior to joining the Company, Mr. Salerno served from December 2012 to March 2015 as Senior Director of Quality Assurance for US Nonwovens Corp., a privately-held over the counter drug products, cosmetics, personal care and EPA surface disinfectant company. From May 2010 to December 2012, Mr. Salerno was a consultant for US Nonwovens. From 2006 to 2010, Mr. Salerno held the position of Vice President of Quality Assurance and Regulatory Affairs for International Technidyne Corporation. Prior to 2006, Mr. Salerno held the position of Vice President of Regulator Compliance and Reliability Engineering for Pall Life Sciences. Mr. Salerno holds a Master’s degree in Microbiology from Long Island University and a Bachelor’s degree in biology from Fordham University.

Christopher H. Wright became Vice President of Domestic Sales in July 2015. Prior to that, he was National Sales Director of Surgical Sales for the Company since 2013. Prior to joining the Company, Mr. Wright served from 2011 to 2013 in the position of Senior Business Director with Wright Medical/BioMimetics, LLC. From 2007 – 2011 Mr. Wright held the position for Regional Manager with Small Bone Innovations. From 2005 – 2007 he held the position of Territory business manager with Baxter Healthcare. Prior to 2005, Mr. Wright was an independent sales representative. Mr. Wright holds a Bachelor of Arts degree in Business Administration from Xavier University of New Orleans in Louisiana.

Executive officers are elected annually by, and serve at the discretion of, the Board.

The Company’sOur Board of Directors recommends a vote FOR the Board nominees describednamed in

Proposal One in this Proxy Statement.proxy statement.

Corporate Governance

Board Leadership and Structure

Since September 2016, our Board has operated without a formal chairman. However, in 2019, the Board appointed Mr.LaViolette, an independent member of the Board, to serve as Chairman of the Board. As the Board’s Chairman, Mr.LaViolette’s duties include approving the agenda and meeting schedules for each meeting of the Board, taking into account suggestions of other directors, and presiding at meetings of the Board. All directors have input into the preparation of agendas for Board meetings and topics of board discussion and oversight. Our Board believes this structure allows all of the directors to participate in the full range of the Board’s responsibilities with respect to its oversight of the Company’s management. Our Board has determined that this leadership structure is appropriate given the size of the Company, the number of directors overseeing the Company and the Board of Directors’ oversight responsibilities.

Director Independence

NASDAQ listing standards require that a majority of the members of our Board be “independent,” as such term is defined by the NASDAQ listing standards, and to disclose in the proxy statement for each annual meeting those directors that our Board has determined to be independent. Based on such definition, our Board has determined that all directors other than Mr.Vizirgianakis, who is an officer of the Company, are independent.

Meetings of the Board of Directors

During the fiscal year ended June 30, 2017June30, 2019 (“fiscal 2017”2019”), theour Board of Directors held eleven meetings and acted twicetwo times by unanimous written consent. No Director attended less than 75% of the aggregate of the total number of meetings of the Board or of Directors anda committee on which such Director served during fiscal 2019, except for Mr.McBrayer, who attended less than 75% of the meetings due to being recused from meetings of Committees ofour Board concerning matters in which he was a member that were held duringhad an interest with respect to the acquisition of Solsys Medical LLC.

Executive Sessions of Independent Members of the Board

During fiscal 2017.2019, the independent members of our Board met in executive session, without members of management present, four times.

Committees of the Board

TheDuring fiscal 2019, the Board currently hashad three standing committees: the Audit Committee, Compensation Committee, and Nominating and Governance Committees. Further information regardingCommittee. For fiscal 2019, a general description of the duties of these committees, their members and the director nomination process is provided below.number of times each committee met were as follows:

Audit Committee.    The Audit Committee which met ninesix times in fiscal 20172019 and acted oncedid not act by unanimous written consent,consent. The Audit Committee monitors our financial reporting standards and practices and our internal financial controls to ensure compliance with the policies and objectives established by the Board of Directors.our Board. The committee directly retains and recommends for shareholderstockholder approval an independent registered public accounting firm to conduct thean annual audit of our financial statements and discusses with our independent accountants the scope of their examinations, with particular attention to areas where either the committee or the independent accountants believe special emphasis should be directed. The committee reviews theour quarterly and annual financial statements and the annual independent accountants’ report, invites the accountants’ recommendations on internal controls and on other matters, and reviews the evaluation given and corrective action taken by management. It reviews the independence of the accountantsour independent registered public accounting firm and pre-approvespre-approves audit and permissible non-auditnon-audit services. It has primary oversight responsibility for our Compliance Program. MembersDuring fiscal 2019 prior to our acquisition of Solsys, Mr.Patton, Ms. Watanabe and our former director, Mr.Patrick A. McBrayer, served on the committee are Messrs. Patton, GildeaAudit Committee. Upon Mr.McBrayer’s resignation from, and McBrayer. Mr. PattonMr.Koby’s appointment to, our Board on September27, 2019, Mr.Koby was appointed to serve on the Audit Committee. Mr.Patton chairs the committee. EachOur Board has determined that each member of the committee isserving during fiscal 2019 was independent as defined in Rule 10A-310A-3 of the Securities and Exchange Commission, or SEC, and the listing standards of Nasdaq. TheNASDAQ. Our Board of Directors has also determined that Messrs. Patton and Gildea eachMr.Patton qualifies as an “audit committee financial expert,” as that term is defined in Regulation S-KS-K of the Securities and Exchange Commission.SEC.

TheCompensation Committee.    Our Compensation Committee which met threefive times in fiscal 20172019 and acted oncedid not act by unanimous written consent,consent. The Compensation Committee oversees our executive and director compensation programs and policies and annually reviews all components of compensation to ensure that our objectives are appropriately achieved. These functions are not delegated to our officers or to third-partythird-party professionals, although the committee may from time to time retain third-partythird-party consultants to provide advice regarding compensation issues. NoThe committee did not retain any such consultants were retained during fiscal 2017.2019. The committee also considers input from our executive officers, although final decisions regarding executive compensation are made by the committee. 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 committee is also responsible for certain administrative aspects of our compensation plans and stock plans and approves or recommends changes in these plans. It also approves bonus payments and grants under our stock plans for our executive officers. The committee also reviews officers’ potential for growth and, with the chief executive officer, will beour Chief Executive Officer, is responsible for succession planning. The members are Messrs. McBrayer, Miner and Patton. Mr. McBrayer is chairmanDuring fiscal 2019 prior to our acquisition of Solsys, the committee. All members of the Compensation Committee arewere Mr.Patton and our former directors, Mr.Patrick A. McBrayer and Dr. Charles Miner III. Upon the resignation of Mr.McBrayer and Dr. Miner from, and the appointment of Mr.Koby and Mr.LaViolette to, our Board on September27, 2019, Mr.Koby and Mr.LaViolette were appointed to serve on the Compensation Committee. Mr.Koby chairs the committee. Our Board has determined that each member of the committee serving during fiscal 2019 was independent based uponas defined in the criteria provided by Nasdaq rules.listing standards of NASDAQ.

TheNominating and Governance Committee.    Our Nominating and Governance Committee which met once in fiscal 2017,2019. The committee reviews, on a periodic basis, the overall effectiveness and/or appropriateness of our corporate governance and recommends improvements when necessary; assists theour Board in identifying, screening, and reviewing individuals qualified to serve as directors in accordance with criteria approved by theour Board and shall recommendrecommends to theour Board candidates for nomination for election at the annual meeting of shareholdersstockholders or to fill Board vacancies; develops and recommends to theour Board and oversees implementation of our policies and procedures for the receipt of stockholder suggestions regarding Board composition and recommendations of candidates for nomination by theour Board; and assists theour Board in disclosing information relating to functions of the committee as may be required in accordance with the Federal securities laws. MembersDuring fiscal 2019 prior to our acquisition of Solsys, Mr.Patton, Ms. Watanabe and our former director, Mr.Patrick A. McBrayer, served on the Nominating and Governance Committee. Upon Mr.McBrayer’s resignation from, and the appointment of Mr.Koby and Mr.LaViolette to, our Board on September27, 2019, Mr.LaViolette was appointed to serve on the Nominating and Governance Committee, with Mr.Koby joining the committee and Mr.Patton resigning from the committee on October1, 2019. Ms. Watanabe chairs the committee. Our Board has determined that each member of the committee are Messrs. Gildea, McBrayer and Patton. Mr. Gildea isserving during fiscal 2019 was independent as defined in the chairmanlisting standards of the committee. All members serving on the committee are independent, based upon the criteria provided by Nasdaq rules.

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Each committee is governed by a written charter. Copies of each committee charter are available on our website atwww.misonix.com.

Nomination of Directors

The process followed by the Nominating and Governance Committee to identify and evaluate director candidates includes requests to the members of our board of directorsBoard and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Governance Committee and our boardBoard.

In recommending candidates to the Board for nomination as directors, the Nominating and Governance Committee strives to identify individuals who bring a unique perspective to the Company’s leadership and contribute to the overall diversity of directors.

While we doour Board. Although the Nominating and Governance Committee has not haveadopted a formalspecific written diversity policy for board membership,nominations, we lookbelieve that a diversity of experience, gender, race, ethnicity and age contributes to effective governance for potential candidates that help ensure that the board of directors has the benefit of a wide range of attributes,our stockholders. In practice, the Nominating and Governance Committee considers such characteristics together with the other qualities considered necessary by the Nominating and Governance Committee, such as requisite judgment, skill, integrity and experience, including cultural, gender, ethnic and age diversity and experience in industries beyond healthcare. We also lookThe Nominating and Governance Committee does not assign a particular weight to these individual factors. Rather, the Nominating and Governance Committee looks for financial oversight experience, financial communitya mix of factors that, when considered along with the experience and credentials of the other candidates and existing directors, will provide stockholders with a good reputation within the financial community; business management experiencediverse and the potential to succeed top management in the event board intervention is necessary on an unexpected basis; business contacts, business knowledge and influence that may be useful to our businesses; and knowledge about our industry and technologies.

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