UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
WASHINGTON, D.C. 20549

__________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment

(Amendment No. )

__________________

Filed by the Registrantþx

Filed by a Party other than the Registranto¨

Check the appropriate box:

þ

x

Preliminary Proxy Statement

o

¨

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a-6(e)(2))

o

¨

Definitive Proxy Statement

o

¨

Definitive Additional Materials

o

¨

Soliciting Material Pursuant to §240.14a-12

MISONIX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ

x

No fee required.

o

¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

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:

¨

o

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)

1)

Amount Previously Paid:

2)

(2)

Form, Schedule or Registration Statement No.:

3)

Filing Party:

4)

Date Filed:

(3)

Filing Party:

(4)Date Filed:
   

SUBJECT TO COMPLETION – PRELIMINARY PROXY

MISONIX, INC.

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 
Thursday, December 11, 2008

Monday, May 7, 2018

To the Shareholders of

MISONIX, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of MISONIX, INC.Misonix, Inc., a New York corporation (the “Company”), will be held at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville,Company’s Corporate Office, 1938 New York 11747Highway, Farmingdale, NY 11735 on Thursday, December 11, 2008Monday, May 7, 2018 at 10:00 a.m., or at any adjournment thereof, for the following purposes:

1.To elect sixfive Directors to the Board of Directors;

2.To consider and vote upon an amendment to the Company’s certificate of incorporation to increase the Company’s authorized common stock from 20,000,000 shares to 40,000,000 shares;

3.To approveconduct an amendmentadvisory vote on the compensation 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;Named Executive Officers;

3.4.To ratify the selection of Grant ThorntonBDO USA, LLP as the Company’s independent registered public accounting firm; and

4.5.To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

The above matters are set forth in the Proxy Statement attached to this Notice to which your attention is directed.

Only shareholders of record on the books of the Company at the close of business on November 3, 2008March 19, 2018 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,
JOSEPH P. DWYER
Secretary

Important Notice Regarding Internet Availability of Proxy Materials

for the Annual Meeting to Be Held on May 7, 2018:

The proxy materials for the Annual Meeting, including the Annual Report

and the Proxy Statement, are available athttp://www.cstproxy.com/misonix/2018.

By Order of the Board of Directors,
RICHARD ZAREMBA
Secretary

 

MISONIX, INC.

1938 New Highway

Farmingdale, New York 11735

 

PROXY STATEMENT

 

ANNUAL MEETING OF SHAREHOLDERS
Thursday, December 11, 2008

Monday, May 7, 2018

The Annual Meeting of Shareholders (the “Annual Meeting”) of MISONIX, INC.Misonix, Inc. (the “Company”) will be held on Thursday, December 11, 2008,Monday, May 7, 2018, at the Huntington Hilton Hotel, 598 Broad Hollow Road, Melville,Company’s Corporate Office, 1938 New York 11747Highway, Farmingdale, NY 11735, 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” or “Board”) for use at the Annual Meeting to be held on Thursday, December 11, 2008,Monday, May 7, 2018, and at any adjournments of such Meeting.The approximate date on which this Proxy Statement and the enclosed Proxy are being first mailed to shareholders is November 17, 2008.

March [•], 2018.

If a Proxy in the accompanying form is duly executed and returned, the shares represented by such Proxy will be voted as specified. In the absence of such directions, the Proxy will be voted in accordance with the recommendations of management.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 November 3, 2008March 19, 2018 (the “Record Date”), the Company had outstanding 7,001,369[•] shares of its only class of voting securities, namely common stock, $.01 par value $.01 per share (the “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. ApprovalThe 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,Proposal Two requires the affirmative vote of a majority of all the outstanding shares of Common Stock outstanding as of the Record Date. The affirmative vote of holders of a majority of the shares represented at the meeting and entitled to vote on such proposal.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, LLP 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 of a majority of the votes castshares represented at the Annual Meetingmeeting and entitled to vote on the matter 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”), those votes will not be included in the vote totals. Therefore, abstentions and broker non-votes will be counted in the determination of a quorum, andbut will have no effect on the vote for the election of Directors, the approval (on an advisory basis) of the amendment tocompensation of the Company’s Certificate of Incorporation increasing the total number of authorized shares of Common Stock andNamed Executive Officers or the ratification of the selection of Grant ThorntonBDO USA, LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.firm, and will have the effect of a vote against Proposal Two. Unless contrary instructions are given, all Proxiesproxies 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 Certificatecertificate of Incorporation increasingincorporation to increase the total numberCompany’s authorized common stock from 20,000,000 shares to 40,000,000 shares, (iii) approval on an advisory basis of authorized sharesthe compensation of Common Stockthe Company’s Named Executive Officers and (iii)(iv) ratification of the selection of Grant Thornton.BDO USA, LLP.

Under the New York Business Corporation Law, shareholders are not entitled to dissenters’ rights with respect to the proposals set forth in this Proxy Statement.

 

SECURITY OWNERSHIP

The following table sets forth, as of November 3, 2008,March 1, 2018, 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 or former executive officer named in the “Summary Compensation Table For The 2008 Fiscal Year”Table” below; and (iv) all current 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
Owned		  Percent
Of
Class		 
       
South Africa Alpha Capital Management Ltd.
Praesidium Capital Management (Pty) Ltd.		  502,270(2)  5.3 
Stavros G. Vizirgianakis  1,658,828(3)  17.6 
Michael A. McManus, Jr.  552,780   5.9 
John W. Gildea  123,750(4)  1.3 
Patrick A. McBrayer  39,850(5)  * 
Charles Miner  111,250(6)  1.2 
Thomas M. Patton  35,000(7)   * 
Richard A. Zaremba  174,772(8)  1.9 
Robert S. Ludecker  111,443(9)  1.2 
Dan Voic  237,644(10)  2.5 
Christopher H. Wright  29,500(11)   * 
Joseph P. Dwyer  1,300    * 
         
All executive officers and Directors as a group (Eleven people)  2,360,815(12)  23.8 

* Less than 1%

*Less than 1%
(1)Except as otherwise noted, the business address of each of the named individualsparties in this table is c/o MISONIX, INC.Misonix, Inc., 1938 New Highway, Farmingdale, New York 11735. Mr. GelmanMichael A. McManus has an office address c/o American Claims Evaluation, Inc., One Jericho Plaza, Jericho,at 100 White Plains Road, Bronxville, New York 11753. Dimensional Fund Advisors LP has a principal business office at 1299 Ocean Avenue, Santa Monica, CA 90401.10708.
 
(2)Based upon information set forth in a Schedule 13G Amendment No. 1 filed with the SEC on February 14, 2018, by South Africa Alpha Capital Management Ltd. (“SAACM”) and Praesidium Capital Management (Pty) Ltd. (“PCM”). SAACM and PCM each hold shared voting and dispositive power over all of the indicated shares.  SAACM’s business address is 69 Front Street, Hamilton, Bermuda, HM12; PCM’s business address is The Terraces, Block G, Steenberg Office Park, Silverwood Close, Tokai, Cape Town, South Africa.
(3)Includes 800,00018,750 shares which Mr. McManusVizirgianakis has the right to acquire upon exercise of stock options which are currently exercisable.exercisable within 60 days.

(3)(4)Includes 60,00093,750 shares which Mr. AlligerGildea has the right to acquire upon exercise of stock options which are currently exercisable.exercisable within 60 days.
 
(4)(5)Includes 38,750 shares which Mr. McBrayer has the right to acquire upon exercise of stock options which are exercisable within 60 days.
 
(6)Includes 88,33393,750 shares which Dr. Miner has the right to acquire upon exercise of stock options which are exercisable within 60 days.
(7)Includes 30,000 shares which Mr. Patton has the right to acquire upon exercise of stock options which are exercisable within 60 days.

2

(8)Includes 34,999 shares which Mr. Zaremba has the right to acquire upon exercise of stock options which are currently exercisable.exercisable within 60 days.
 
(5)(9)Includes 56,583106,500 shares which Mr. MannaLudecker has the right to acquire upon exercise of stock options which are currently exercisable.exercisable within 60 days.
 
(6)(10)Includes 49,99398,749 shares which Mr. Voic has the right to acquire upon exercise of stock options which are currently exercisable.exercisable within 60 days.
 
(7)(11)Includes 50,00027,500 shares which Mr. MinettiWright has the right to acquire upon exercise of stock options which are currently exercisable.exercisable within 60 days.
 
(8)(12)Includes 50,000517,999 shares which Mr. O’Neill hassuch persons have the right to acquire upon exercise of stock options which are currently exercisable.
(9)Includes 20,000 shares which Mr. Gildea has the right to acquire upon exercise of stock options which are currently exercisable.
(10)Includes 20,000 shares which Dr. Miner has the right to acquire upon exercise of stock options which are currently exercisable.
(11)Includes 2,833 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 indicated in notes (2), (3), (4), (5), (6), (7), (8), (9), (10), (11) and (12).
(14)Calculation includes exercisable options to acquire 1,201,492 shares of Common Stock held by the persons noted.within 60 days.

 

3

2

PROPOSAL ONE

ELECTION OF DIRECTORS

Six

Five Directors are to be elected at the Annual Meeting. The term of each Director expires at the Annual Meeting, with Messrs. Alliger, Gildea, McManus,McBrayer, Miner, Minetti,Patton and O’NeillVizirgianakis standing for reelection for a term of one year. The following table contains information regarding all Directors and executive officers of the Company:

           
        Director
Name Age Position with Company Since
Howard Alliger  81  Director  1971 
T. Guy Minetti  57  Director  2003 
Thomas F. O’Neill  62  Director  2003 
John W. Gildea  65  Director  2005 
Dr. Charles Miner III  57  Director  2005 
Michael A. McManus, Jr.  65  Director, President and Chief Executive Officer  1998 
Richard Zaremba  53  Senior Vice President, Chief Financial Officer, Secretary and Treasurer — 
Dan Voic  46  Vice President of R&D and Engineering — 
Michael C. Ryan  62  Senior Vice President — Medical Division — 
Ronald Manna  54  Vice President of New Product Development and Regulatory Affairs — 
Frank Napoli  57  Vice President Operations — 

      Director 
Name Age Principal Occupation Since 
        
John W. Gildea 74 Director 2004 
        
Dr. Charles Miner III 66 Director 2005 
        
Stavros G. Vizirgianakis 47 President, Chief Executive Officer and Director 2013 
        
Patrick A. McBrayer 66 Director 2014 
        
Thomas M. Patton 54 Director 2015 
        
Joseph P. Dwyer 62 Chief Financial Officer, Treasurer and Secretary — 
        
Robert S. Ludecker 50 Senior Vice President, Global Sales and Marketing — 
        
Dan Voic 55 Vice President of Research and Development and Engineering — 
        
Joseph J. Brennan 55 Vice President of Operations — 
        
John J. Salerno 62 Vice President of Quality and Regulatory Affairs — 
        
Christopher H. Wright 43 Vice President of Domestic Sales — 

Principal Occupations and Business Experience of Directors and Executive Officers

The following is a brief account of the business experience of the Company’s Directors:

Howard Alligerfounded the Company’s predecessor in 1955Directors and the Company was a sole proprietorship until 1960. The Company name then was Heat Systems-Ultrasonics. Mr. Alliger was President of the Company until 1982 and Chairman of the Board until 1996. He has been awarded 25 patents and has published various papers on ultrasonic technology. In 1959, Mr. Alliger sold the first sonicator in the United States. For three years, ending in 1991, Mr. Alliger was the President of the Ultrasonic Industry Association. Mr. Alliger holds a BA degree in economics from Allegheny College and attended Cornell University School of Engineering for four years. He has also established, and is President of, two privately-held entities which are engaged in pharmaceutical research and development.
T. Guy Minettiis the founder, and is Managing Director of, Senior Resource Advisors LLC, a management consulting firm. Prior to founding Senior Resource Advisors LLC, Mr. Minetti served as the Vice Chairman of the Board of Directors of1-800-Flowers.Com, Inc., a publicly-held specialty gift retailer based in Westbury, New York. Before joining1-800-Flowers.Com, Inc. in September 2000, Mr. Minetti was the Managing Director of Bayberry Advisors, an investment banking firm he founded in 1989 to provide corporate finance advisory services to small-to-medium-sized businesses. From 1981 through 1989, Mr. Minetti was a Managing Director of the investment banking firm, Kidder, Peabody & Company. While at Kidder, Peabody, Mr. Minetti worked in the investment banking and high yield bond departments.
executive officers:

 

3

Directors

Thomas F. O’Neillhas been a principal of Sandler O’Neill & Partners, L.P., an investment banking firm, since founding such firm in 1988. From 1985 through 1988, Mr. O’Neill was a Managing Director of Bear Stearns & Co., Inc. From 1972 through 1985, Mr. O’Neill was employed by L.F. Rothschild. Mr. O’Neill serves on the Board of Directors of Archer-Daniels-Midland Company and The Nasdaq Stock Market, Inc. Mr. O’Neill is a graduate of New York University and a veteran of the United States Air Force.
John W. Gildeais, now retired, was the founding principal of Gildea Management Co. (“Gildea Management”), a management company of special situations with middle market companies in the United States and Central Europe. From 2000 to 20052003, Gildea Management formed a joint venture with F.O.J.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 SeriesServices Group at Donaldson, Lufkin and Jenrette, an investment banking firm. Mr. Gildea is a graduate of the University of Pittsburgh.
Mr. Gildea has extensive experience as an international investment banker and sits on the board of several companies. The Board believes this experience in addition to his experience as a Director of Misonix and knowledge of the Company qualifies him to serve as a Director.

Dr. Charles Miner IIIcurrently practices internal medicine in Darien, Connecticut. Dr. Miner is on staff at Stamford and Norwalk Hospitals and is an instructor in clinical medicinesince 1982 has held a teaching position at Columbia University College of Physicians and Surgeons.Presbyterian Hospital. Dr. Miner received his M.D. from the University of Cincinnati College of Medicine in 1979 and received a Bachelor of Science from Lehigh University in 1974. Dr. Miner is an experienced physician and teacher in the medical field. He serves on the board of The Stamford Hospital Foundation Board. The Board believes his experience as a medical doctor and his corporate experience qualifies him to serve as a Director.

4

MichaelStavros 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’ industry knowledge, sales and marketing experience and his vast international business relationships qualify him to serve as a Director.

Patrick A. McManus, Jr.McBrayerbecame 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 Company on October 30, 1998.natural function of the spine. Prior to this,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 New York BancorpCAS Medical Systems, Inc. from 1991 through March 1998 and as a directormember of suchits Board of Directors since August 2010. 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-monitoring company, located in Wallingford, Connecticut. From 2003 to 2010, Mr. Patton acted as an advisor to the healthcare-focused private equity group of Ferrer Freeman & Company and, in that capacity, served as the interim CEO of Informed Medical Communications on a part-time basis in 2006 and 2007. Mr. Patton is a co-founder and CEO of QDx, Inc., a start-up company that developed a platform for hematology diagnostics beginning in 2003. Mr. Patton attended The College of the Holy Cross, where he majored in Economics and Accounting. After graduating magna cum laude from 1990Georgetown University Law Center, Mr. 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’s industry knowledge and experience qualify him to serve as a director.

Executive Officers who are not Directors

Joseph P. Dwyer has served as the Company’s Chief Financial Officer since August 2017 and as the Company’s Treasurer and Secretary since September 2017, and previously 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 March 1998. Hethe 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 of the board of directors and chairman of the audit committee and served as interim chief administrative officer of Energy Solutions International, Inc., 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 Presidentchief financial officer and Chief Executive Officerexecutive vice president of Home Federal Savings Bank,Caminus Corporation, an enterprise application software company that was formerly listed on the principal subsidiaryNASDAQ National Market, chief financial officer of New York BancorpACTV, Inc., from Februarya 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. in 1995 through March 1998. From 1990 through November 1991,when Mr. McManus was President and Chief Executive OfficerDwyer went on to serve as senior vice president, finance of Jamcor Pharmaceuticals Inc.Winstar Communications. Mr. McManus served as an Assistant to the President of the United States from 1982 to 1985 and held positions with Pfizer Inc. and Revlon Group. Mr. McManusDwyer received a BAhis BBA in economicsAccounting from the University of Notre Dame in 1978 and a JD from the Georgetown University Law Center. He servesis licensed as a member of the Board of Directors of A. Schulman Inc. and Novavax, Inc.

The Board of Directors recommends a vote FOR the election of these nominees as Directors.
The following is a brief account of the business experience of the Company’s executive officers:
Michael A. McManus, Jr.became President and Chief Executive Officer of the Company on October 30, 1998. Prior to this, he served as President and Chief Executive Officer of New York Bancorp Inc. from 1991 through March 1998 and as a director of such company from 1990 through March 1998. He also served as President and Chief Executive Officer of Home Federal Savings Bank, the principal subsidiary of New York Bancorp Inc., from February 1995 through March 1998. From 1990 through November 1991, Mr. McManus was President and Chief Executive Officer of Jamcor Pharmaceuticals Inc. Mr. McManus served as an Assistant to the President of the United States from 1982 to 1985 and held positions with Pfizer Inc. and Revlon Group. Mr. McManus received a BA in economics from the University of Notre Dame and a JD from the Georgetown University Law Center. He serves as a member of the Board of Directors of A. Schulman Inc. and Novavax, Inc.

4

Richard Zarembabecame Senior Vice President in September 2004. He became Vice President and Chief Financial Officer in February 1999. Mr. Zaremba became Secretary and Treasurer in March 1999. From March 1995 to February 1999, he was Vice President and Chief Financial Officer of Comverse Information Systems, Inc., a manufacturer of digital voice recording systems. Previously, Mr. Zaremba was Vice President and Chief Financial Officer of Miltope Group, Inc., a manufacturer of electronic equipment. Mr. Zaremba is a licensed certified public accountantCertified Public Accountant in the State of New York.

5

Robert S. Ludecker became Senior Vice President of Global Sales and Marketing in May 2015. Prior to joining the Company as Global Vice President of Sales and Marketing in May 2013, Mr. Ludecker served from February 2011 to May 2013 as Vice President of Global Sales and Marketing for BioMimetic Therapeutics, a NASDAQ-listed biotechnology company, specializing in the development and commercialization of products which promote the healing of musculoskeletal injury and diseases, including orthopedic, spine, and sports medicine applications. 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 BBA and MBA degrees in Accountinga B. A. degree from Hofstra University.

Kenyon College.

Dan Voicbecame Vice President of R&DResearch and Development and Engineering in January 2002. Prior thereto, he served as Engineering Manager and Director of Engineering ofwith the Company. Mr. Voic has approximately 14 yearsin excess of 15 years’ experience in both medical and industrial productlaboratory and scientific products development. Mr. Voic holds aan M.S. degree in mechanical engineering from PolytechPolytechnic University “Traian Vuia” of Timisoara, Romania and aan MS degree in applied mechanics from Polytechnic University of New York.

Michael C. RyanJoseph J. Brennanbecame Senior Vice President, Medical Division in October 2007. Prior thereto, he served as Senior Vice President and General 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 for Inter V. Mr. Ryan holds a Bachelor of Arts from John F. Kennedy College.

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.
Frank Napolibecame Vice President of Operations in September 2004. From March 2004November 2014. Prior to September 2004,joining the Company, Mr. Napoli wasBrennan served from October 2008 to August 2014 as Director of Operations for Air Techniques, Inc., a global medical device company. Mr. Brennan holds a B. T. degree from the State University of New York at Farmingdale.

John J. Salerno became Vice President of ManufacturingQuality 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 Spellman High Voltage ElectronicsUS Nonwovens Corp., a manufacturerprivately-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 power supplies. Previously,Vice President of Quality Assurance and Regulatory Affairs for International Technidyne Corporation. Prior to 2006, Mr. NapoliSalerno 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 ManufacturingSurgical Sales for Telephonics Corporation, a defense contractor.the Company since 2013. Prior to joining the Company, Mr. NapoliWright 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 B.S.Bachelor of Arts degree in Mechanical EngineeringBusiness Administration from Xavier University of New Orleans in Louisiana.

Executive officers are elected annually by, and serve at the New York Institute of Technology.

Eachdiscretion of, the Board.

The Company’s executive officers is to serve untilBoard of Directors recommends a vote FOR the next annual meeting of shareholders or until his earlier resignation or removal.

Board nominees described in

Proposal One in this Proxy Statement.

Meetings of the Board of Directors

During the fiscal year ended June 30, 2008,2017 (“fiscal 2017”), the Board of Directors held foureleven 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.acted twice by unanimous written consent. 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 fiscal 2017.

Committees of the Company’s lastBoard

The Board currently has standing Audit, Compensation, and Nominating and Governance Committees. Further information regarding these committees and the director nomination process is provided below.

6

The Audit Committee, which met nine times in fiscal year.

In2017 and acted once by unanimous written consent, monitors our financial reporting standards and practices and our internal financial controls to ensure compliance with requirements of the Qualitative Listing Requirements of The Nasdaq Stock Market, Inc. (the “NASD listing standards”), the non-management directors ofpolicies and objectives established by the Board of Directors met four times in executive session duringDirectors. The committee directly retains and recommends for shareholder approval an independent accounting firm to conduct the fiscal year ending June 30, 2008.

5

Committeesannual audit 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 the 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 Board
Currently, the only standing committeesaccountants and pre-approves audit and permissible non-audit services. It has primary oversight responsibility for our Compliance Program. Members of the Board of Directorscommittee are Messrs. Patton, Gildea and McBrayer. Mr. Patton chairs the committee. Each member of the Company are its Stock Option Committees, the Audit Committee and the Compensation Committee. 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.
The Company has a separately designated standing audit committee establishedis independent as defined in accordance with section 3(a)(58)(A)Rule 10A-3 of the Securities and Exchange ActCommission and the listing standards of 1934, as amended (the “Exchange Act”). The members of the Audit Committee are Messrs. Gildea, Miner, Minetti and O’Neill.Nasdaq. The Board of Directors has determined that Messrs. Patton and Gildea each member of the Audit Committeequalifies as an “audit committee financial expert,” as that term is “independent” not only under the NASD listing standards but also within the definition containeddefined in a final ruleRegulation S-K of the Securities and Exchange Commission (the “SEC”). Furthermore, the Board of Directors has determined that Messrs. Minetti, O’Neill and Gildea are “audit committee financial experts” within the definition contained in a final rule adopted by the SEC.
Commission.

The Compensation Committee, consistswhich met three times in fiscal 2017 and acted once by unanimous written consent, oversees our executive and director compensation programs and policies and annually reviews all components of Messrs. Alliger, Minetti, O’Neill and Gildea.compensation to ensure that our objectives are appropriately achieved. These functions are not delegated to our officers or to third-party professionals, although the committee may from time to time retain third-party consultants to provide advice regarding compensation issues. No such consultants were retained during fiscal 2017. The Compensation Committee is responsible for considering and recommending remuneration arrangements forcommittee also considers input from our executive officers, and directors toalthough final decisions regarding executive compensation are made by the Board of Directors.committee. The Chief Executive Officer of the Company makes recommendations for compensation of executive officers other than himself to the Compensation Committee. The Compensation Committee did not employ a compensation consultant during fiscal 2008 to assist it in evaluating executive compensation. The Committeecommittee 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 Committeecommittee 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 be responsible for succession planning. The members are Messrs. McBrayer, Miner and Patton. Mr. McBrayer is chairman of the committee. All members of the Compensation Committee are independent, based upon the criteria provided by Nasdaq rules.

The Nominating and Governance Committee, which met once in fiscal 2017, reviews, on a periodic basis, the overall effectiveness and/or appropriateness of our corporate governance and recommends improvements when necessary; assists the Board of Directors has not adopted a written charter forin identifying, screening, and reviewing individuals qualified to serve as directors in accordance with criteria approved by the Board and shall recommend to the Board of Directors.

Nomination of Directors
The Company does not currently have a standing nominating committee or a formal nominating committee charter. Currently, the independent members of the Board, rather than a nominating committee, approve or recommend to the full Board those persons to be nominated. The Board believes that the current method of nominating directors is appropriate because it allows each independent board member input into the nomination process and does not unnecessarily restrict the input that might be provided from an independent director who could be excluded from a committee. Currently, five of the six directors are independent. Furthermore, the Board has adopted by resolution a director nomination policy. The purpose of the policy is to describe the process by which candidates for inclusion innomination for election at the Company’s recommended slate of director nominees are selected. The director nomination policy is administered by the Board. Many of the benefits that would otherwise come from a written committee charter are provided by this policy.
The Board has, by resolution, adopted a director nomination policy. The purpose of the policy is to describe the process by which candidates for inclusion in the Company’s recommended slate of director nominees are selected. The director nomination policy is administered by the Board.

6

In the ordinary course, absent special circumstances or a change in the criteria for Board membership, the incumbent directors who continue to be qualified for Board service and are willing to continue as directors are re-nominated. If the Board thinks it is in the best interest of the Company to nominate a new individual for director in connection with an annual meeting of shareholders or if a vacancy occurs between annual shareholder meetings, theto fill Board will seek potential candidates for Board appointments who meet the criteria for selection as a nomineevacancies; develops and have the specific qualities or skills being sought. Director candidates will be selected based on input from members of the Board, senior management of the Company and, if deemed appropriate, a third-party search firm.
Candidates for Board membership must possess the background, skills and expertise to make significant contributionsrecommends to the 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 the Board; and assists the Board in disclosing information relating to functions of the committee as may be required in accordance with the Federal securities laws. Members of the committee are Messrs. Gildea, McBrayer and Patton. Mr. Gildea is the chairman of the committee. All members serving on the committee are independent, based upon the criteria provided by Nasdaq rules.

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 Company and its shareholders. Desired qualities to be considered include substantial experience in business or administrative activities; breadth of knowledge about issues affecting the Company; and ability and willingness to contribute special competencies to Board activities. The independent members of the Board also consider whether membersour board of directors and potential members are independent under the NASD listing standards. In addition, candidates should possess the following attributes: personal integrity; absence of conflicts of interest that might impede the proper performance of the responsibilities of a director; ability to apply sound and independent business judgment; sufficient time to devote to Board and Company matters; ability to fairly and equally represent all shareholders; reputation and achievement in other areas; independence under rules promulgated by the SEC and the NASD listing standards; and diversity of viewpoints, background and experiences.

The Board of Directors intends to review the director nomination policyothers for recommendations, meetings from time to time to consider whether modificationsevaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Governance Committee and our board of directors.

While we do not have a formal diversity policy for board membership, we look for potential candidates that help ensure that the board of directors has the benefit of a wide range of attributes, including cultural, gender, ethnic and age diversity and experience in industries beyond healthcare. We also look for financial oversight experience, financial community experience and a good reputation within the financial community; business management experience 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.

7

Our board of directors does not currently prescribe any minimum qualifications for director candidates; however, the Nominating and Governance Committee will take into account a potential candidate’s experience, areas of expertise and other factors relevant to the policyoverall composition of our board of directors.

Shareholders may be advisablerecommend individuals to the Nominating and Governance Committee for consideration as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change. The Board may amend the director nomination policy at any time.

The Board will considerpotential director candidates recommended by submitting the names of the candidate(s), together with appropriate biographical information and background materials and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the Nominating and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources, as described above. Recommendations must be in writing and mailed to MISONIX, INC.Governance Committee, Attn: Corporate Secretary, Misonix, Inc., 1938 New Highway, Farmingdale, NY 11735, Attention: Corporate Secretary,New York 11735. Assuming that appropriate biographical and include all information regardingbackground material has been provided on a timely basis, the candidateNominating and Governance Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as would be required to be included in a proxy statement filed pursuant to the proxy rules promulgatedit follows for candidates submitted by the SEC if the candidate were nominated by the Board of Directors (including such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). The shareholder giving notice must provide (i) his or her name and address, as they appear on the Company’s books, and (ii) the number of shares of the Company which are beneficially owned by such shareholder. The Company may require any proposed nominee to furnish such other information it may require to be set forth in a shareholder’s notice of nomination which pertains to the nominee.
others.

Director Compensation For The 2008 Fiscal Year

             
  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 
2017

 

7

Outstanding options at fiscal year end for Messrs. O’NeillDirectors are compensated through payment of a cash fee and Minetti are 60,000 shares; Mr. Alliger is 70,000 sharesannual stock option grants. Commencing on January 1, 2017 and Messrs. Gildea and Miner are 30,000 shares. Eacheffective on May 9, 2017, each non-employee director receivesreceived an annual fee of $15,000. The$35,000 and the Chairman of the Audit Committee receivesreceived $45,000. Commencing February 3, 2015, each non-employee director received an additional $10,000 per year cash compensationannual fee of $20,000 and other membersthe Chairman of the Audit Committee receive an additional $5,000 per year cash compensation. For the fiscal year ended June 30, 2008, there were no options granted to the non-employee directors.received $25,000. Each non-employee director iswas also reimbursed for reasonable expenses incurred while traveling to attend meetingsa meeting of the Board of Directors or while traveling in furtherance of the business of the Company. In May 2017, the Chairman of the Audit Committee received a one time additional payment of $25,000 in recognition of his services during the prior year.

The following table sets forth information for the fiscal year ended June 30, 2017 with respect to the compensation of our directors.

DIRECTOR COMPENSATION FOR THE 2017 FISCAL YEAR

Name Fees Earned
or Paid in
Cash ($)		  Option
Awards
($)		  Total ($) 
John W. Gildea $23,750   -  $23,750 
             
Dr. Charles Miner III $23,750   -  $23,750 
             
T. Guy Minetti $11,250   -  $11,250 
             
Stavros G. Vizirgianakis $10,000   -  $10,000 
             
Thomas M. Patton $53,700   -  $53,700 
             
Patrick A. McBrayer $23,750   -  $23,750 

Outstanding options at June 30, 2017 for Messrs. Gildea and Miner were 90,000 shares each, Mr. Vizirgianakis was 37,500 shares, Mr. McBrayer was 30,000 shares, Mr. Patton was 15,000 shares and Mr. Minetti was 75,000 shares.

8

Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC and the National Association of Securities Dealers, Inc. (the “NASD”).SEC. 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 NASD.SEC. 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 2008.

2017, with the exception of one transaction by Robert Ludecker during fiscal 2015 which was omitted from the original Form 4 and was filed late, via amendment, in fiscal 2017.

Communications with Directors

Shareholders, associates of the Company and other interested parties may communicate directly with the Board of Directors, with the non-management Directors or with a specific Board member, by writing to the Board (or thenon-management Directors or a specific Board member) and delivering the communication in person or mailing it to: Board of Directors, Privileged & Confidential, c/o Richard Zaremba,Joseph P. Dwyer, Secretary, MISONIX, INC.Misonix, Inc., 1938 New Highway, Farmingdale, New York 11735. Correspondence will be discussed at the next scheduled meeting of the Board of Directors, or as indicated by the urgency of the matter. The non-management Directors are: Messrs. Alliger, Minetti, O’Neill, Gildea, McBrayer, Miner and Miner.Patton. From time to time, the Board of Directors may change the process by which shareholders may communicate with the Board of Directors or its members. Any changes in this process will be posted on the Company’s website or otherwise publicly disclosed.

Director Independence

The Company is required to have a Board of Directors a majority of whom are “independent” as defined by the NASDNasdaq 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,Vizirgianakis, who is an officer of the Company, are independent.

The Company is required to have an audit committee of at least three members composed solely of independent Directors. The Board of Directors is required under the NASDNasdaq listing standards to affirmatively determine the independence of each Director on the Audit Committee. The members of the Audit Committee are Messrs. Patton, Gildea and McBrayer. The Board has determined that each member of the Audit Committee is “independent” not only under the NASDNasdaq 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’NeillMr. Gildea and GildeaMr. Patton are “audit committee financial experts” within the definition contained in a final rule adopted by the SEC.

Corporate Governance

The Company has an ongoing commitment to good governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our policies and procedures in light of such developments. We comply with the rules and regulations promulgated by the SEC and the Nasdaq Stock Market, and implement other corporate governance practices we believe are in the best interests of the Company and the shareholders.

Board Leadership and Structure

Since September 2016, the Board of Directors has operated without a formal chairman. The Board does not have a specifically designated lead independent Director. However, Thomas M. Patton, an independent Director and Chair of our Audit Committee, has typically led the executive sessions of the Board and acts as a liaison between the Directors and management. In addition, all Directors have input into the preparation of the meeting agenda and topics of board discussion and oversight. The Board of Directors believes that this is an appropriate structure for the overall governance of the Board.

Risk Oversight

The Board oversees Company functions in an effort to assure that Company assets are properly safeguarded, that appropriate financial and other controls are maintained, and that the Company’s business is conducted prudently and in compliance with applicable laws, regulations and ethical standards.

While the Board is responsible for risk oversight, Company management is responsible for managing risk. The Company has developed internal processes and an internal control environment to identify and manage risks and to communicate with the Board. The Board monitors and evaluates the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and often do, communicate directly with senior management.

9

 

8

The Audit Committee has responsibility for reviewing and overseeing the Company’s financial statements, including the integrity of the Company’s financial and disclosure controls, its legal compliance programs and procedures, and its procedures for identifying, evaluating and controlling material financial, legal and operational risk.

Board Attendance at Annual Meetings of Shareholders

The Company doeshas not currently haveestablished a formal policy regarding Directordirector attendance at its Annual Meetings of Shareholders, but the Directors generally do attend the Annual Meeting. The Chairman of the Board or the President presides at the Annual Meeting of Shareholders, and the Board of Directors generally holds one of its regular meetings in conjunction with the Annual Meeting of Shareholders. It is, however, expected that Directors will be in attendance, absent compelling circumstances. Except for Messrs. Gildea and O’Neill,Accordingly, unless one or more members of the Board are unable to attend, all members of the Board are typically present for the Annual Meeting. However, due to the delayed timing of Directors attended the Company’sour fiscal 2016 Annual Meeting of Shareholders, held on December 11, 2007.

in June 2017, which did not coincide with a regular meeting of the Board of Directors, only three of our five Directors attended that meeting.

Code of Ethics

The Company has adopted a code of ethics that applies to all of its Directors,directors, officers (including its Chief Executive Officer, Chief Financial Officer, Controller and any person performing similar functions) and employees. The Company has filed a copy of this Code of Ethics as Exhibit 14 to its Annual Report on Form 10-K for the fiscal year ended June 30, 2004. The Company has also made the Code of Ethics available on its website at www.MISONIX.com.

In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures for the receipt and handling of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and to allow for the confidential, anonymous submission by employees of concerns regarding auditing or accounting matters.
The Audit Committee has furnished the following report. The information contained in the “Audit 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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filings.
www.MISONIX.com.

Audit Committee Report

Management is responsible for the Company’s financial reporting process, including its system of internal control, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. The Company’s independent auditors are responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct audit or accounting reviews or procedures. The members of the Audit Committee are not employees of the Company and may not be, and may not represent themselves to be or to serve as, accountants or auditors by profession or experts in the fields of accounting or auditing. Therefore, the Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity 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 that the Company’s independent registered public accounting firm is in fact “independent”.

 

9

The Audit Committee of the Company’s Board of Directors is currently composed of four Directors, none of who are officers or employees of the Company. The Board of Directors has determined that (1) all members of the Audit Committee are financially literate and independent under the NASD listing standards, and (2) Messrs. Gildea, Minetti and O’Neill are “audit committee financial 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 charter was attached to the Proxy Statement for the Company’s Annual Meeting held on December 11, 2007.
In accordance with its written charter, the Audit Committee assists the Board of Directors in fulfilling its responsibility to monitor the integrity of the accounting, auditing and financial reporting practices of the Company. Typically, for each fiscal year, the Audit Committee selects the independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries and such selection is subsequently presented to the Company’s shareholders for ratification.

The Audit Committee has reviewed and discussed the audited financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 20082017 with our management;management and has discussed with the independent registered public accounting firm the matters required to be discussed by the statement on Auditing Standards No. 61 (AICPA,1301 “Professional StandardsCommunications With Audit Committees,Vol. 1. AU section 380)” as adopted by the Public Company Accounting Oversight Board;Board. The Audit Committee has also discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence;matters relating to its independence, including a review of audit and has receivednon-audit fees and the written disclosures and the letter from the independent registered public accounting firm required by Independence Standardsto the Audit Committee pursuant to the applicable requirements of the Public Company Accounting Oversight Board Standard No. 1 (Independence Discussionsregarding the independent registered public accounting firm’s communications with the Audit Committees).Committee concerning independence.

10

Based on the review and discussions of the above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended June 30, 20082017 for filing with the SEC.

Reported upon by the Audit Committee

T. Guy Minetti

Thomas F. O’Neill
M. Patton, Chair

John W. Gildea
Dr. Charles Miner III

Patrick A. McBrayer

11
* * *

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program and Philosophy

Our compensation program is intended to:

 •●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 stockholders.Company’s shareholders.

The ultimate objective of our compensation program is to increase shareholder value. We seek to achieve these objectives with a total compensation approach which takes into account a competitive base salary, bonus pay based on the annual performance of the Company and individual goals and stock option and restricted stock awards.

 

10

The Board’s Compensation Committee, which is comprised solely of independent directors and is responsible for making decisions regarding the amount and form of compensation paid to the Company’s executive officers, has carefully considered the results of prior say-on-pay shareholder votes. Based upon the vote results at the most recent annual shareholders meeting, shareholders appear to be generally supportive of the Compensation Committee’s approach to the executive compensation program.

Base Salaries

Base salaries paid to executives are intended to attract and retain highly talented individuals. In setting base salaries, individual experience, individual performance, the CompanyCompany’s performance and job responsibilities during the year are considered. Executive salaries are reconciled by Human Resources and evaluated against local companies of similar size and nature.

During the fiscal year ended June 30, 2017, Messrs. Ludecker, Voic and Zaremba each received base salary increases of 3% based on performance.

Annual Bonus Plan Compensation

The Compensation Committee of the Board of Directors approves annual performance basedperformance-based compensation. The purpose of the annual bonus based compensation is to motivate executive officers and key employees. Target bonuses, based upon recommendationrecommendations from the Chief Executive Officer, are evaluated and approved by the Compensation Committee for all management employees other than the Chief Executive Officer. The bonus recommendations are derived from individual and Company performance but not based on a specific formula but isand are discretionary. The Chief Executive Officer’s bonus compensation is derived from the Boardrecommendation of Directors’ recommendation to the Compensation Committee based upon the Chief Executive Officer’s performance and Company performance andbut is not based on a specific formula butand is discretionary.

Bonuses earned in fiscal 2017 based on performance were as follows: $103,125 to Mr. Vizirgianakis, $0 to Mr. McManus, $0 to Mr. Zaremba, $82,500 to Mr. Ludecker, and $22,000 to Mr. Voic. Mr. Wright’s performance-based compensation is commission based and he therefore did not participate in the bonus plan. Mr. Dwyer was not an employee of the Company during fiscal 2017 and was not eligible for a bonus.

Stock OptionEquity Incentive Awards

Company executives are eligible to receive restricted stock and stock options (which gives them the right to purchase shares of common stock at a specified price in the future). These grants will vest based upon the passage of time, the achievement of performance metrics, or both. We believe that the use of restricted stock and stock options as the basis for long-term incentive compensation meets our defined compensation strategy and business needs by achieving increased value for shareholders and retaining key employees.

Stock option awards are intended 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. We have adopted a number of equity compensation plans governing the grant of such stock options. All of our equity compensation plans have been approved by our shareholders.

12

Annual option grants to executive officers are made at the discretion of the Board or the Compensation Committee and may be in the form of incentive stock options (“ISO’s”ISOs”) up to the fullest extent permitted under tax rules,laws, with the balance granted in the form of nonqualified stock options. ISO’sThe option grants are subject to the terms of the relevant plan. ISOs have potential income tax advantage for executives if the executive disposes of the acquired shares after satisfying certain holding periods. Tax laws provide that at the aggregate grant, at date of grant, forthe aggregate fair market value of ISO’sISOs that become exercisable for any employee in any year may not exceed $100,000.

Our current standard option vesting schedule for all employees is 25% on the first anniversary of the date of grant, 50%25% on the second anniversary of the date of grant, 75%25% on the third anniversary of the date of grant and 100%25% on the fourth anniversary of the date of grant.

401 (k) Plan
Our Individual Deferred Tax We have on occasion issued options that have two year vesting to employees.

The number of stock options granted in fiscal 2017 to the named executive officers, and Savingstheir estimated fair value, were as follows:

Named Executive
Officer		 Grant Date Number of
Option
Shares
Granted		  Estimated
Fair Value
of
Awards at
Grant Date		 
         
Richard A. Zaremba 12/6/2016  30,000  $153,561 
           
Robert S. Ludecker 11/3/2016  31,000  $110,689 
           
Robert S. Ludecker 12/6/2016  30,000  $153,561 
           
Dan Voic 12/6/2016  15,000  $76,781 
           
Christopher H. Wright 11/3/2016  15,000  $53,559 
           
Christopher H. Wright 12/6/2016  35,000  $179,155 

The stock options awarded on November 3, 2016 had an exercise price of $6.76 (which was equal to the average of the opening and closing market price per share of our stock on the date of grant). The stock options awarded on December 6, 2016 had an exercise price of $9.525 (which was equal to the average of the opening and closing market price per share of our stock on the date of grant). All stock options in the above table provide for vesting at 25% per year on the first four year anniversary dates of the grant date, with a stated expiration date of ten years after grant.

In conjunction with the execution of his employment agreement, on December 15, 2016 Mr. Vizirgianakis received grants of an aggregate of 400,000 shares of restricted stock pursuant to the Company’s 2014 Employee Equity Incentive Plan (the “401 (k) plan”“Plan”) as follows: (i) a grant of 134,000 shares vesting in five equal installments on September 1, 2017, 2018, 2019, 2020 and 2021; (ii) a performance grant of 133,000 shares which vests if both of the following conditions are satisfied simultaneously: (A) at any time prior to the third anniversary of the grant date, the most recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the grant date) is at least $35,000,000 and (B) the closing price of the Company’s Common Stock is at least $10.50 per share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days; and (iii) a tax qualified retirementperformance grant of 133,000 shares which vests if both of the following conditions are satisfied simultaneously: (A) at any time prior to the fifth anniversary of the grant date, the most recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the grant date) is at least $48,000,000 and (B) the closing price of the Company’s Common Stock is at least $13.00 per share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days. The aforementioned performance grants will vest on a change of control in accordance with the Plan only if the applicable share price threshold is met in such transaction.

13

Other Annual Compensation and Benefits

Although direct compensation, in the form of salary, non-equity incentive awards and long-term equity incentive awards provide most of the compensation to each Executive Officer, we also provide for the following items of additional compensation:

●Retirement savings are provided by a 401(k) plan, in the same manner to all U.S. employees. This plan includes an employer matching contribution of 10% which is intended to encourage employees (including the chief executive officer) to save for retirement.

●Health, life and disability benefits are offered to our executive officers in the same manner to all of our U.S. employees. We provided additional life insurance, long term care policies and certain transportation expenses for our chief executive officer and each of our executive officers.

Transportation expenses are provided to executive officers, primarily in the form of an automobile allowance. Our former chief executive officer had the use of a Company provided automobile with driver.

Compensation Committee Report

Our Compensation Committee has furnished the following report. The information contained in the “Compensation Committee Report”is not deemed to be “soliciting material” or to be “filed” with the SEC, nor is such information to be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as amended, except to the extent that we specifically incorporate it by reference in to such filings.

Our Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K of the Securities Act with management. Based on such review and discussion, our Compensation Committee recommended to our Board of Directors that the“Compensation Discussion and Analysis” be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 for filing with the SEC.

Compensation Committee
Patrick A. McBrayer
Dr. Charles Miner III
Thomas M. Patton

Compensation Committee Interlocks and Insider Participation

During fiscal 2017, Messrs. Gildea, McBrayer, Patton and Miner and our former director, T. Guy Minetti served as members of our Compensation Committee. No Member of our Compensation Committee is or was during fiscal year 2017 an employee or an officer of Misonix or its subsidiaries.

Summary of Compensation

The table and footnotes below describe the total compensation for fiscal years ended June 30, 2017, June 30, 2016, and June 30, 2015 earned by the “named executive officers,” who are each of the persons who served as our principal executive officer and principal financial officer during fiscal 2017, and the three other most highly compensated individuals who were serving as executive officers of the Company on June 30, 2017, the last day of the fiscal year.

14

SUMMARY COMPENSATION TABLE

Name Fiscal
year		       Stock  Option  All
Other		    
and Principal
Position		 Ended
June 30,		 Salary ($)  Bonus ($)  Awards
($)		  Awards
($)		  Compen-
sation ($)		  Total ($) 
                     
Stavros G. Vizirgianakis 2017 $180,000  $103,125  $3,637,388   —  $124,020(1) $4,044,533 
President and Chief Executive 2016  —   —   —   —   —   — 
Officer 2015  —   —   —   —   —   — 
                           
Joseph P. Dwyer 2017 $285,000   —   —   —   —  $285,000 
Chief Financial Officer, 2016  —   —   —   —   —   — 
 Treasurer and Secretary 2015  —   —   —   —   —   — 
                           
Michael A. McManus, Jr. 2017 $54,167   —   —   —  $348,263(3) $402,430 
Former President and Chief 2016 $325,000   —   —  $259,715  $99,730  $684,445 
Executive Officer (2) 2015 $290,008  $100,000   —  $1,314,695  $96,291  $1,800,994 
                           
Richard A. Zaremba 2017 $239,804  $—   —  $153,561  $15,093(5) $408,458 
Former Senior Vice President of Finance, 2016 $232,819  $45,000   —  $110,379  $10,081  $398,279 
Treasurer and Secretary (4) 2015 $226,038  $25,000   —  $178,374  $10,731  $440,143 
                           
Robert S. Ludecker 2017 $271,817  $82,500   —  $264,250  $31,300(6) $649,867 
Senior Vice President-Medical 2016 $263,900  $65,000   —  $110,379  $8,194  $447,473 
Global Sales and Marketing 2015 $215,098  $45,000   —  $748,751  $8,376  $1,017,225 
                           
Dan Voic 2017 $185,523  $22,000   —  $76,781  $15,615(7) $299,919 
Vice President of 2016 $180,119  $25,000   —  $128,776  $11,885  $345,780 
Research and Development and Engineering 2015 $174,873  $20,000   —  $208,103  $12,147  $415,123 
                          
Christopher H. Wright 2017 $383,250   —   —  $232,714  $10,870(8) $626,834 
Vice President -  U. S. Sales 2016 $296,300   —   —  $55,190  $7,646  $359,136 
  2015 $248,000   —   —  $59,458  $8,246  $315,704 

(1)Includes $65,020 of legal fees related to his employment contract with the Company and his visa application process, $10,000 for relocation costs, $3,900 for a car allowance and $10,000 for director fees prior to being appointed as Chief Executive Officer. Stock awards assume that all performance conditions are met. Refer to footnote 6 of the Consolidated Financial Statements in the Company’s Form 10-K for the fiscal year ended June 30, 2017 for a description of the valuation method and inputs relating to the stock awards.
(2)Mr. McManus retired from the Company effective September 2, 2016.
(3)Includes $270,833 of severance payments, $58,617 of expenses for a Company-owned automobile and a driver, $26,229 of life insurance benefits and long term care insurance coverage.
(4)On September 13, 2016, Mr. Zaremba (i) ceased serving as the Company’s Senior Vice President and Chief Financial Officer and (ii) was appointed Senior Vice President, Finance of the Company. Effective September 18, 2017, Mr. Zaremba stepped down from his positions as Senior Vice President, Finance, Treasurer and Secretary.
(5)Includes a car allowance, life and long term care insurance coverage.
(6)Includes $10,220 for a car allowance, life and long term care insurance coverage and $13,076 for a home security system.
(7)Includes a car allowance, toll reimbursements and life and long term care insurance coverage.
(8)Includes a car allowance, life and long term care insurance coverage.

Grants of Plan Based Awards

The following table presents non-equity and equity awards granted to the named executive officers in fiscal year 2017.

15

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2017

Name Grant
Date		 (1)
 All Other
 Stock
 Awards:
 Number of
 Shares of
 Stock		  All Other
 Option  
Awards:
 Number of
 Securities
 Underlying
 Options		  

(2)

Exercise or
Base price
of Option 
Awards
($/Share)

  

(3)

Grant Date 
Fair Value
of Stock
and Option 
Awards
($)

 
               
Stavros G. Vizirgianakis 12/15/2016  133,334      $—  $1,286,400 
                   
Stavros G. Vizirgianakis 12/15/2016  133,333      $—  $1,180,801 
                   
Stavros G. Vizirgianakis 12/15/2016  133,333      $—  $1,170,187 
                   
Richard A. Zaremba 12/6/2016      30,000  $9.525  $153,561 
                   
Robert S. Ludecker 11/3/2016      31,000  $6.760  $110,689 
                   
Robert S. Ludecker 12/6/2016      30,000  $9.525  $153,561 
                   
Dan Voic 12/6/2016      15,000  $9.525  $76,781 
                   
Christopher H. Wright 11/3/2016      15,000  $6.760  $53,559 
                   
Christopher H. Wright 12/6/2016      35,000  $9.525  $179,155 

(1)Mr. Vizirgianakis received restricted stock awards pursuant to our 2014 Equity Incentive Plan.
(2)Stock option awards were issued on November 3, 2016 pursuant to our 2009 Equity Incentive Plan except for Mr. Wright who was awarded from the 2012 Employee Equity Incentive Plan. Stock option awards were issued on December 6, 2016 pursuant to our 2014 Equity Incentive Plan except for Mr. Ludecker who was awarded from the 2012 Employee Equity Plan. All stock options in the above table provide for vesting at 25% per year on the first four year anniversary dates of the grant date, with a stated expiration date of ten years after grant.
(3)This amount represents the Black-Scholes computation as of that date of award, except for Mr. Vizirgianakis, whose awards were valued using a Monte Carlo computation as of the grant date of the award.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding equity awards held as of June 30, 2017 by our named executive officers.

16

OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR END

Name Number of
 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable		  Number of
 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable		  Option
Exercise
Price ($)		  Option
Expiration
Date		  (1)
Number
of
Shares
of
Stock
That
Have
Not
Not
Vested		  Market
Value of
Shares of
Stock That
Have Not
Vested		 
Stavros G. Vizirgianakis            134,000(7) $1,279,700 
                   133,000(7) $1,270,150 
                   133,000(7) $1,270,150 
                       
Richard A. Zaremba                        
   7,000   —   2.96   9/13/2022         
   10,000   10,000(1)  4.68   9/10/2023         
   7,500   15,000(2)  7.67   9/9/2024         
   7,500   22,500(3)  9.38   8/18/2025         
   —   30,000(6)  9.25   12/6/2026         
                         
Robert S. Ludecker                        
   7,500   2,500(1)  4.68   9/10/2023         
   17,500   17,500(2)  7.67   9/9/2024         
   40,000   40,000(4)  12.77   5/14/2025         
   7,500   22,500(3)  9.38   8/18/2025         
   —   31,000(5)  6.76   11/3/2026         
   —   30,000(6)  9.52   12/6/2026         
                         
Dan Voic                        
   7,500   —   2.19   9/13/2021         
   17,500   —   2.96   9/13/2022         
   17,500   8,750(1)  4.68   9/10/2023         
   17,500   17,500(2)  7.67   9/9/2024         
   8,750   26,250(3)  9.38   8/18/2025         
       15,000(6)  9.52   12/6/2026         
                         
Christopher H. Wright                        
   5,000   5,000(2)  7.67   9/9/2024         
   3,750   11,250(3)  9.38   8/18/2025         
   —   15,000(5)  6.76   11/3/2026         
   —   35,000(6)  9.52   12/6/2026         

(1)Options issued 09/10/13 and vest equally over 4 years.

(2)Options issued 09/09/14 and vest equally over 4 years.

(3)Options issued 08/18/2015 and vest equally over 4 years.

(4)Options issued 05/14/2015 and vest equally on 11/14/2016, 5/14/2017, 5/14/2018 and 5/14/2019.

(5)Options issued on 11/3/16 and vested equally over 4 years.

(6)Options issued on 12/6/16 and vested equally over 4 years.

(7)134,000 shares vesting in five equal installments on September 1, 2017, 2018, 2019, 2020 and 2021; 133,000 shares vest if both of the following conditions are satisfied simultaneously: (A) at any time prior to the third anniversary of the grant date, the most recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the grant date) is at least $35,000,000 and (B) the closing price of the Company’s Common Stock is at least $10.50 per share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days; and 133,000 shares vest if both of the following conditions are satisfied simultaneously: (A) at any time prior to the fifth anniversary of the grant date, the most recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the grant date) is at least $48,000,000 and (B) the closing price of the Company’s Common Stock is at least $13.00 per share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days.

17

Stock Option Exercises

The following table shows all stock option exercises during fiscal 2017 by the named executive officers.

OPTION EXERCISES IN FISCAL 2017
 
Name of Executive
Officer		 Exercise
Date		  Number of
Shares
Acquired
On Exercise		  (1)
Value  
Realized On
Exercise		 
       
Michael A. McManus, Jr.  5/22/2017   369,025  $2,899,540 
             
Michael A. McManus, Jr.  6/14/2017   98,475  $391,850 
             
Richard A. Zaremba  6/5/2017   3,000  $21,240 

(1)Amounts reflect the difference between the exercise price of the options and the market value of the shares acquired upon exercise. Market values are based on the closing price per share of our Common Stock on the NASDAQ Global Market on the date of exercise.

Employment and Severance Agreements

Vizirgianakis Employment Agreement

On December 15, 2016, the Company entered into an Employment Agreement (the “Vizirgianakis Agreement”) with Stavros G. Vizirgianakis pursuant to which allMr. Vizirgianakis serves as the Company’s full time President and Chief Executive Officer. Mr. Vizirgianakis had been serving on an unpaid basis as interim Chief Executive Officer of the Company since September 2, 2016. Mr. Vizirgianakis continues to serve as a member of the Company’s U.S. employees may defer compensation under Section 401 (k)Board of Directors.

Pursuant to the Vizirgianakis Agreement, Mr. Vizirgianakis’ initial term of employment runs through September 13, 2019, provided that the term shall be automatically renewed and extended for consecutive one (1) year renewal terms, unless either party sends to the other party a notice of non-renewal at least ninety (90) days prior to the expiration of the Internal Revenue Codeinitial term or any then-current renewal term. Mr. Vizirgianakis will receive an annual base salary of 1986, as amended (the “Code”).not less than three hundred sixty thousand dollars ($360,000) per annum, subject to review by the Board at least annually for increase but not for decrease. Mr. Vizirgianakis is also eligible to receive annual bonuses in the discretion of the Board. The Vizirgianakis Agreement also provides for a one-time $10,000 moving allowance and reimbursement of counsel fees relating to visa matters and the negotiation of the Vizirgianakis Agreement. If the Company contributesterminates Mr. Vizirgianakis’ employment without cause (as defined in the Vizirgianakis Agreement), the Company provides a notice of non-renewal, or Mr. Vizirgianakis terminates his employment for good reason (as defined in the Vizirgianakis Agreement), Mr. Vizirgianakis shall be entitled to receive (i) a lump-sum cash payment from the Company in an amount equal to 25%one and one-half (1.5) times the annual base salary as is in effect immediately prior to the date of salary contributedsuch termination, and (ii) continuation of all employee benefits and fringe benefits to which he was entitled under the 401 (k) plan byVizirgianakis Agreement immediately prior to such termination of employment for a period of eighteen (18) months following the termination of employment. The Vizirgianakis Agreement also contains non-competition and non-solicitation covenants from Mr. Vizirgianakis during the term of employment and for a period of 18 months thereafter.

18

In conjunction with the execution of the Vizirgianakis Agreement, Mr. Vizirgianakis received grants of an eligible employee, upaggregate of 400,000 shares of restricted stock pursuant to the maximum allowed under the Code. We do not provide any supplemental retirement benefits to executive officers.

ChangeCompany’s 2014 Employee Equity Incentive Plan (the “Plan”) as follows: (i) a grant of 134,000 shares vesting in Control benefits
Change in control benefits are intended to diminish the distinction that executives would face by virtuefive equal installments on September 1, 2017, 2018, 2019, 2020 and 2021; (ii) a performance grant of 133,000 shares which vests if both of the personal uncertainties created by a pending or threatened change in control andfollowing conditions are satisfied simultaneously: (A) at any time prior to assure that the Company will continue to havethird anniversary of the executive’s full attention and services at all time. Our change in control benefits are designed to be competitive with similar benefits available at companies with which we compete for executives’ talent. These benefits, as one element of our total compensation program, helpgrant date, the Company attract, retain and motivate highly talented executives.

11

Mr. McManus has an agreement that provides, after a change in controlmost recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the grant date) is at least $35,000,000 and (B) the closing price of the Company’s Common Stock is at least $10.50 per share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days; and (iii) a performance grant of 133,000 shares which vests if both of the following conditions are satisfied simultaneously: (A) at any time prior to the fifth anniversary of the grant date, the most recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the grant date) is at least $48,000,000 and (B) the closing price of the Company’s Common Stock is at least $13.00 per share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days. The aforementioned performance grants will vest on a change of control in accordance with the Plan only if the applicable share price threshold is met in such transaction.

McManus Employment Agreement

On May 22, 2015, the Employment Agreement, dated July 1, 2014, by and between Michael A. McManus, Jr. and the Company was mutually terminated and replaced by a new Employment Agreement whereby Mr. McManus continued to serve as the Company’s President and Chief Executive Officer (the “McManus Agreement”). The McManus Agreement, effective as of May 22, 2015, had an initial term expiring June 30, 2017 and would renew for successive one-year periods thereafter unless terminated by either party not less than ninety (90) days prior to the end of the then-current term. The McManus Agreement provided for an annual base salary of (i) $299,000 through June 30, 2015 and (ii) $325,000 commencing July 1, 2015, and an annual bonus based on Mr. McManus’ achievement of annual goals and objectives as determined by the Compensation Committee of the Company’s Board of Directors. Mr. McManus also received a one-time additional compensation paymentgrant of options to purchase 100,000 shares of Common Stock at an exercise price of $11.88 per share (the “McManus Options”).

Mr. McManus was entitled under the McManus Agreement to participate in any plans and programs made available to the executive employees of the Company generally.

The Company could terminate the McManus Agreement for cause (as defined in the McManus Agreement). Mr. McManus could terminate the McManus Agreement for good reason (as defined in the McManus Agreement). If Mr. McManus terminated the McManus Agreement for good reason, the Company was required to (i) pay him an amount equal to two times his total compensation (annual base salary plus bonus) at the highest rate paid him at any time during the aggregate time he has been employed by the Company, payable in a lump sum within sixty days of termination of employment, and (ii) pay premiums for medical, dental, vision, hospitalization and long term care coverage under Company plans for a period of twenty-four (24) months.

Mr. McManus was entitled to severance pay and benefits if he terminated his employment with the Company following a Change in Control (as defined in the McManus Agreement), to provide him with an incentive to remain with the Company and consummate a strategic corporate sale or transaction that maximizes shareholder value. Severance pay and benefits were triggered upon (i) his Involuntary Termination without Cause (as defined in the McManus Agreement) for a reason other than death or Disability (as defined in the McManus Agreement) or (ii) as a result of a Constructive Termination (as defined in the McManus Agreement) which in either case occurs: (x) during the period not to exceed twenty-four (24) months after the effective date of a Change in Control, or (y) before the effective date of a Change in Control, but after the first date on which the Board of Directors and/or senior management of the Company has entered into formal negotiations with a potential acquirer that results in the consummation of a Change in Control.

In the event that pay and benefits are so triggered, Mr. McManus (A) was entitled to receive severance pay in an amount equal to two (2) times the sum of (a) his annual base pay and (b) bonus at the highest rate paid him for any fiscal year during the aggregate period of his employment by the Company, payable within 60in cash in a lump sum; the payment of premiums for medical, dental, vision, hospitalization and long term care coverage under Company plans for a period of twenty-four (24) months; (B) had the right, for a period of (i) ninety (90) days for stock options granted under any of termination. A “changethe Company’s Employee Stock Option Plans adopted prior to 2005 and (ii) two (2) years for stock options granted under the Company’s 2005 Employee Equity Incentive Plan, 2009 Employee Equity Incentive Plan, 2014 Employee Equity Incentive Plan and any plan adopted after the effective date of the McManus Agreement, following his Termination Date (as defined in control” shall be deemedthe McManus Agreement) to have occurredexercise the options to the extent such options were otherwise vested and exercisable as of the Termination Date under the terms of the applicable stock option McManus Agreement(s) and plan(s); and (C) would vest in all unvested stock option grants with respect to options granted after July 1, 2012.

Mr. McManus also agreed in the McManus Agreement to an eighteen month post-termination covenant not-to-compete, as well as other customary covenants concerning non-solicitation and non-disclosure of confidential information of the Company.

19

The Company and Mr. McManus had previously entered into two letter agreements (the “Letter Agreements”) providing for the exercise of vested options by Mr. McManus (i) for a ninety (90) day period after his retirement with respect to stock options granted under certain of the Company’s stock option plans and (ii) for two (2) years after Mr. McManus terminated his employment with the Company 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”Change-in-Control (as defined in Rule 13d-3the applicable stock option plans) and he was eligible for the severance benefits provided for by the McManus Agreement. The Company and Mr. McManus entered into a letter agreement to confirm that the terms and conditions of the Exchange Act), directly or indirectly, of securities ofLetter Agreements continued to be in full force and effect and apply to the McManus Agreement.

McManus Retirement Agreement

On August 26, 2016, the Company representing 50% or more ofand Mr. McManus entered into a Retirement Agreement and General Release (the “Retirement Agreement”). Pursuant to the combined voting power ofRetirement Agreement, on September 2, 2016 Mr. McManus resigned as a Director and 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 resulting or acquiring entity having the power to elect a majorityChairman of the Board of Directors of such entity.

Notwithstanding the foregoing, no change in controlCompany and retired as President and Chief Executive Officer of the Company. Pursuant to the Retirement Agreement, which supersedes the McManus Agreement and letter agreements dated May 22, 2015, July 1, 2012 and July 1, 2012, respectively, the Company agreed to (i) pay Mr. McManus’ salary through June 30, 2017 at the then-current level; (ii) continue to pay premiums for Mr. McManus’ and his dependents’ coverage under the Company’s medical, dental, vision, hospitalization, long term care and life insurance coverage through June 30, 2017 at the then-current levels upon timely election by Mr. McManus under the law informally known as COBRA; and (iii) extend the exercisability of previously granted and vested options to purchase shares of the Company’s Common Stock through June 30, 2017. In addition, Mr. McManus had continued use of the vehicle provided him pursuant to the McManus Agreement through December 31, 2016.

The Retirement Agreement provides for customary releases by the Company and Mr. McManus as well as customary provisions concerning confidentiality, non-disparagement and cooperation.

The Retirement Agreement also provided that through June 30, 2017, upon request of the Company’s (i) Board of Directors or (ii) President and Chief Executive Officer, Mr. McManus would consult with the Company for up to ten (10) hours per month without compensation therefor except for reimbursement of reasonable travel expenses.

Mr. McManus shall continue to be entitled to indemnification to the extent permitted to him by the Company’s By-Laws and Certificate of Incorporation. The Company has also agreed to maintain directors’ and officers’ liability insurance for Mr. McManus’ benefit, if any, that shall be deemedno less favorable to have occurred requiring paymenthim than such insurance made available to or for the benefit of former directors or officers of the Company.

Dwyer Employment Agreement

On August 21, 2017, the Company entered into an Employment Agreement (the “Dwyer Agreement”) with Joseph P. Dwyer pursuant to which Mr. McManus by virtue of (i) any transaction which results inDwyer serves as the Company’s full time Chief Financial Officer. Mr. McManus or a group of persons which includes Mr. McManus, acquiring, directly or indirectly, 50% or more of any class of voting securitiesDwyer had been serving as Interim Chief Financial Officer of the Company since September 13, 2016.

Pursuant to the Dwyer Agreement, Mr. Dwyer’s initial term of employment runs through August 21, 2019, provided that the term shall be automatically renewed and extended for consecutive one (1) year renewal terms, unless either party sends to the other party a notice of non-renewal at least ninety (90) days prior to the expiration of the initial term or (ii) ifany then-current renewal term. Mr. McManus continuesDwyer will receive an annual base salary of not less than two hundred seventy-five thousand dollars ($275,000) per annum, subject to review by the Board at least annually for increase but not for decrease. Mr. Dwyer is also eligible to receive annual bonuses in the employdiscretion of the Board. If the Company terminates Mr. Dwyer’s employment without cause (as defined in the Dwyer Agreement), the Company provides a notice of non-renewal, or Mr. Dwyer terminates his employment for good reason (as defined in the Dwyer Agreement), Mr. Dwyer shall be entitled to receive (i) a lump-sum cash payment from the Company in an amount equal to fifty percent of the annual base salary if the applicable termination of employment takes place prior to the first anniversary of the effective date of the Dwyer Agreement or one hundred percent of the annual base salary if the applicable termination of employment takes place on or at any time after the first anniversary of the effective date of the Dwyer Agreement and (ii) continuation of all employee benefits and fringe benefits to which he was entitled under the Dwyer Agreement immediately prior to such termination of employment for a period of six or twelve months (as the case may be based upon the same time criteria as the cash severance) following the termination of employment. The Dwyer Agreement also contains non-competition and non-solicitation covenants from Mr. Dwyer during the term of employment and for a period of 12 months thereafter.

20

In conjunction with the execution of the Dwyer Agreement, Mr. Dwyer received a grant of a ten-year stock option to purchase one hundred thousand (100,000) shares (the “Dwyer Stock Option Award”) of Company common stock, under the Misonix, Inc. 2017 Equity Incentive Plan or another equity plan adopted by the Board and approved by the Company’s shareholders. The Dwyer Stock Option Award has an exercise price of $10.20 per share, which equals the fair market value as defined in the plan and vests and becomes exercisable in four equal annual installments from the date of grant.

Dwyer Consulting Agreement

On September 13, 2016, the Company appointed Joseph Dwyer as the Company’s interim Chief Financial Officer, reporting to the Company’s Chief Executive Officer and Audit Committee. The Company entered into a Consulting Agreement, dated September 13, 2016, with Dwyer Holdings LLC (“Dwyer Co.”) to provide Mr. Dwyer’s services to the Company (the “Dwyer Consulting Agreement”). The Dwyer Consulting Agreement was in effect for a one (1) year period, cancellable by either party upon five (5) days’ notice any time after the initial two (2) months of the term. Dwyer Co. was paid $30,000 per month for Mr. Dwyer’s services. On October 25, 2016, the Company entered into Amendment No. 1 to Consulting Agreement (the “Amendment”) with Dwyer Holdings LLC. The Amendment amended the Dwyer Consulting Agreement solely to: (i) require that the Company provide Mr. Dwyer with coverage under its directors’ and officers’ liability policy that is no less favorable than the coverage then provided to any other present or former executive, officer or director of the Company more than 9 monthsduring the term of the Dwyer Consulting Agreement and for a period of at least five years thereafter and (ii) provide that should Mr. Dwyer be required or requested by the Company to provide documentary evidence or testimony in connection with any claim or legal matter arising from or connected with the services provided under the Dwyer Agreement, the Company shall pay all reasonable expenses (including fees of legal counsel) in complying therewith and, following the occurrenceterm of anthe Dwyer Consulting Agreement, $400 per hour for sworn testimony or preparation therefor payable in advance. The Dwyer Consulting Agreement was superseded by the Dwyer Agreement described above.

Executive Severance Agreements

On September 15, 2016, the Company and Richard A. Zaremba entered into a letter agreement (the “Zaremba Agreement”) which provided that in the event which(i) Mr. Zaremba’s employment with the Company was terminated by the Company on or before September 15, 2018 for any reason other than for Cause (as defined in the Zaremba Agreement), the Company would otherwise constitutepay him a change in control.

Mr. Zaremba has an agreement for the payment of sixone-time additional compensation equal to twelve (12) months of annual base salary and (ii) of a Change in Control of Misonix (as defined in the Zaremba Agreement) and his employment by the Company or the acquiring company ceases (x) involuntarily or (y) voluntarily in accordance with the terms of the Zaremba Agreement, Mr. Zaremba will be entitled to a one-time additional compensation equal to twelve (12) months annual base salary. The Zaremba Agreement contains standard provisions regarding (i) execution of a release and covenant not to sue; (ii) cooperation; (iii) confidentiality; (iv) non-competition; (v) non-solicitation; and (vi) non-disparagement. On September 18, 2017, the Company and Mr. Zaremba entered into a letter agreement which amended the Zaremba Agreement to provide that in the event Mr. Zaremba’s employment with the Company is terminated by the Company on or before September 18, 2019 for any reason other than Cause (as defined in the Zaremba Agreement), the Company will continue Mr. Zaremba’s salary payments at his new current rate ($121,668 per annum) through September 18, 2019 in lieu of the one-time payment contemplated by the original Zaremba Agreement.

On September 15, 2016, the Company and Robert S. Ludecker entered into a letter agreement (the “Ludecker Agreement”) which provides that in the event (i) Mr. Ludecker’s employment with the Company is terminated by the Company on or before September 15, 2018 for any reason other than for Cause (as defined in the Ludecker Agreement), the Company will pay him a one-time additional compensation equal to twelve (12) months annual base salary and (ii) of a Change in Control of Misonix (as defined in the Ludecker Agreement) and his employment by the Company or the acquiring company ceases (x) involuntarily or (y) voluntarily in accordance with the terms of the Ludecker Agreement, Mr. Ludecker will be entitled to a one-time additional compensation equal to twelve (12) months annual base salary. The Ludecker Agreement contains standard provisions regarding (i) execution of a release and covenant not to sue; (ii) cooperation; (iii) confidentiality; (iv) non-competition; (v) non-solicitation; and (vi) non-disparagement.

21

Summary of Potential Payments Upon Termination or Following a Change-In-Control

Severance Agreement and Severance Payments

Except as described above, we did not have severance agreements with any of our Executive Officers during fiscal 2017. As described above under “- Employment and Severance Agreements,” we subsequently entered into an Employment Agreement with Joseph Dwyer, our Chief Financial Officer, that provides for payment of severance upon certain employment termination events.

Change-in-Control and Change-in-Control Payments

In the event of a change-in-control, we are required to make certain change-in-control payments to Mr. Zaremba, Mr. Ludecker, and Mr. Voic under the terms of the change-in-control agreements. The agreements provide for twelve (12) months base salary upon change in control of the Company.

The Company provides, infollowing table shows the benefits which would be received by each of its option agreements withour named executive officers for accelerated vesting upon aseverance and change-in-control events (data with respect to equity awards assumes at change inof control of the Company. The Company believes that, in the context of a potential 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 for 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 2008 the named executive officers held unvested stock options. Accordingly, the named executive officers, as of the end of fiscal year 2008 would have been entitled to accelerated vesting upon a change in control of the Company occurring on such date.

at June 30, 2017):

  Severance Payments  Change-in-Control Payments 
     Employee        Employee  Equity    
  Salary  Benefits  Total  Salary  Benefits  Awards  Total 
                      
Stavros G. Vizirgianakis $540,000  $32,040  $572,040  $—  $—  $3,820,000  $3,820,000 
                             
Joseph P. Dwyer $137,500  $10,000  $147,500  $—  $—  $—  $— 
                             
Richard A. Zaremba $243,347  $—  $243,347  $243,347  $—  $89,725  $333,072 
                             
Robert S. Ludecker $275,843  $—  $275,843  $275,843  $—  $136,290  $912,133 
                             
Dan Voic $—  $—  $—  $188,264  $—  $80,425  $268,689 
                             
Christopher H. Wright $—  $—  $—      $—  $54,213  $54,213 

Tax deductibilityDeductibility of Executive Compensation

Section 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 2008,2017, there was no executive officer’s compensation that exceeded $1,000,000.

* * *
$1,000,000 except for Stavros Vizirgianakis, our Chief Executive Officer, based on the valuation of his equity compensation.

 

12

The following table sets forth information for the fiscal year ended June 30, 2008 concerning the compensation awarded to, earned by or paid to our named executive officers during Fiscal 2008 for services rendered to the Company.
SUMMARY COMPENSATION TABLE
                     
              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  —   —   —   —   — 
 22 
*Michael Ryan joined the Company during October 2007.
(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 4.3%; no dividend yield; volatility factor of the expected market price of the Common Stock of 54.7%, and a weighted-average expected life of the options of six and one half years.
Employment Agreements

PROPOSAL TWO

APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY’S AUTHORIZED COMMON STOCK FROM 20,000,000 SHARES TO 40,000,000 SHARES

General

In June 2008, the Company amended and restated its employment agreement with its President and Chief Executive Officer. The agreement expires on June 30, 2009 and is automatically renewable for one-year periods unless notice is given by the Company or Mr. McManus that it or he declinesthis Proposal Two, our shareholders are being asked to renew the agreement. The agreement provides forapprove an annual base compensationamendment (the “Certificate of $275,000 and a Company-provided automobile. The agreement also provides for a bonus based upon achievementAmendment”) to our certificate of his annual goals and objectives as determined by the Compensation Committee of the Board of Directors.

In conformity with the Company’s policy, all of its directors, officers and employees execute confidentiality and nondisclosure agreements upon the commencement of employment with the Company. The agreements generally provide that all inventions or discoveries by the employee relatedincorporation to the Company’s business and all confidential information developed or made known to the employee during the term of employment shall be the exclusive property of the Company and shall not be disclosed to third parties without the prior approval of the Company. Mr. Zaremba haseffect an agreement for the payment of six months’ annual base salary upon a change in control of the Company. Mr. McManus is entitledincrease in the eventnumber of a changeshares of control to payment of two times his total compensation (annual base salary plus bonus) at the highest rate paid during the period of employment, payable in a lump sum written 60 days of 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.

13

POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
In addition, and as discussed in the Compensation Discussion and Analysis section above, the Company periodically grants options to purchaseour authorized Common Stock, of the Company to named executive officers. Pursuant to the terms of the Company’s Stock Option Plans, such options generally vest and become fully exercisable upon a change in control, defined generally as: (1) an acquisition by an 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”) unless the existing stockholders retain more than 50% of the combined voting power of the Company’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.
OUTSTANDING EQUITY AWARDS AT THE 2008 FISCAL YEAR-END
                 
  Number of Securities  Number of Securities       
  Underlying Unexercised  Underlying Unexercised       
  Options (#)  Options (#)  Option Exercise  Option Expiration 
Name Exercisable  Unexercisable  Price ($)  Date 
                     
Michael A. McManus, Jr.  250,000   —   7.375   10/13/10 
   150,000   —   6.07   10/17/11 
   150,000   —   5.10   09/30/12 
   125,000   —   4.66   11/01/13 
   125,000   —   5.18   11/01/14 
Richard Zaremba  7,500   —   7.3125   08/09/10 
   7,500   —   6.12   05/08/11 
   16,000   —   6.07   10/17/11 
   20,000   —   5.10   09/30/12 
   15,000   —   4.70   09/16/13 
   12,000   —   8.00   09/15/14 
   5,333   2,667(1)  7.60   09/27/15 
   2,000   2,000(2)  5.82   02/07/16 
   3,000   9,000(3)  3.45   10/20/16 
   —   10,000(4)  4.04   09/04/17 
Dan Voic  7,500   —   7.3125   08/09/10 
   2,210   —   6.07   10/17/11 
   6,700   —   5.10   09/30/12 
   15,000   —   4.70   09/16/13 
   12,000   —   8.00   09/15/14 
   3,333   1,667(1)  7.60   09/26/15 
   1,250   1,250(2)  5.82   02/07/16 
   2,000   6,000(3)  3.45   10/20/16 
   —   10,000(4)  4.04   09/04/17 
Michael Ryan  3,750   11,250(5)  4.98   11/06/17 
(1)Options issued 09/26/05 and vest equally over 3 years
(2)Options issued 02/07/06 and vest equally over 4 years
(3)Options issued 10/20/06 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
Stock Options
In September 1991, in order to attract and retain persons necessary for the success of the Company, the Company adopted a stock option plan (the “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, 2008, options to purchase 30,000 shares were outstanding under the 1991 Plan at an exercise price of $7.38par value $.01 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.

14

In March 1996, the Board of Directors adopted and, in February 1997, the shareholders approved the 1996 Employee Incentive Stock Option Plan covering an aggregate of 450,000 shares (the “1996 Plan”) and the 1996 Non-Employee Director Stock Option Plan (the “1996 Directors Plan”) covering an aggregate of 1,125,000 shares of Common Stock. At June 30, 2008, options to purchase 266,278 shares were outstanding at exercise prices ranging from $3.07 to $7.60 per share with a vesting period of immediate to three years under the 1996 Plan and options to acquire 175,000 shares were outstanding at exercise prices ranging from $3.07 to $7.60 per share with a vesting period of immediate to three years under the 1996 Directors Plan. At June 30, 2008, options to purchase 138,295 shares under the 1996 Plan have been exercised and options to purchase 222,372 shares have been forfeited (of which options to purchase 182,945 shares have been reissued). At June 30, 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 grants.
In October 1998, the Board of Directors adopted and, in January 1999, the shareholders approved the 1998 Employee Stock Option Plan (the “1998 Plan”) covering an aggregate of 500,000 shares of Common Stock. At June 30, 2008, options to purchase 381,875 shares were outstanding under the 1998 Plan at exercise prices ranging from $3.45 to $7.60 per share with a vesting period of immediate to three years. At June 30, 2008, options to purchase 72,848 shares under the 1998 Plan have been exercised and options to purchase 110,552 shares under the 1998 Plan have been forfeited (of which options to purchase 79,702 shares have been reissued). At June 30, 2008, there were 45,277 shares available for future grants.
In October 2000, the Board of Directors adopted and, in February 2001, the shareholders approved the 2001 Employee Stock Option Plan (the “2001 Plan”) covering an aggregate of 1,000,000 shares of common stock. At June 30, 2008 options to purchase 862,838 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, 2008, options to purchase 128,306 shares under the 2001 Plan have been exercised and options to purchase 176,762 shares under the 2001 Plan have been forfeited (of which 159,577 options have been reissued). At June 30, 2008, there were 8,756 shares available for future grants.
In September 2005, the Board of Directors adopted, and in December 2005, the shareholders approved, the 2005 Employee Equity Incentive Plan (the “2005 Plan”) covering an aggregate of 500,000 shares of Common Stock and the 2005 Non-Employee Director Stock Option Plan (the “2005 Directors Plan”) covering an aggregate of 200,000 shares of Common Stock. At June 30, 2008, there were 31,850 options to purchase shares outstanding under the 2005 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, 2008, 468,150 shares were available for future grants. At June 30, 2008, options to purchase 75,000 shares were outstanding under the 2005 Non- Employee Director Stock Option Plan at an exercise price of $5.42 with a vesting period over one to three years. At June 30, 2008, no options had been exercised under the 2005 Directors Plan and 125,000 shares were available for future grants.
The selection of participants, allotments of shares and determination of price and other conditions relating to options are determined by the Board of Directors or a committee thereof, depending on the Plan, and in accordance with Rule 4350(c) of the 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.

15

PROPOSAL TWO
Amendment to Certificate of Incorporation to Increase Authorized Common Stock
General
On October 22, 2008, the Board of Directors authorized, subject to approval by the Company’s shareholders, an amendment of the Certificate of Incorporation increasing the total number of authorized shares of Common Stock from ten (10) million20,000,000 shares to twenty (20) million40,000,000 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.
TheOur Board of Directors has determined thatadopted resolutions (i) declaring the adoptionadvisability of the proposed amendment will beincrease in the best interestsnumber of the Company.
Increase in Authorized shares of our authorized Common Stock of Common Stock
UnderStock; (ii) approving, subject to shareholder approval, the Certificate of Incorporation,Amendment; and (iii) authorizing any other action it deems necessary to effect the Company has 10,000,000 authorized shares of capital stock, all of which are shares of common stock. The Board of Directors believes it isincrease in the best interest of the Company to increase the number of authorized shares of capital stock to 20,000,000, all of which will be shares of common stock. As of the Record Date, the Company had outstanding 7,001,369 shares of Common Stock and 77,800 shares of Common Stock held as treasury shares. Further, at such date, 1,731,341 shares of Common Stock were reserved for issuance under the Company’s Stock Option Plans in respect of outstanding options.
As a result of the increase, the number of authorized shares of Common Stock, without further approval or authorization of our shareholders. The Certificate of Amendment provides that are not issuedthe first sentence of Article FOURTH of the Company’s certificate of incorporation shall be amended to read as follows:

“FOURTH: The aggregate number of shares which the Corporation is authorized to issue is 42,000,000 shares, consisting of 40,000,000 shares of Common Stock of the par value of $.01 per share and 2,000,000 shares of Preferred Stock of the par value of $1.00 per share.”

Our Board of Directors reserves the right, even after shareholder approval, to forego or outstanding will increase, as reflected inpostpone the following table:

         
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 
Reserved for issuance1
  1,731,341   1,731,341 
Available for future issuance2
  1,189,490   11,189,490 
In approvingfiling of the Certificate of Amendment.

If approved by our shareholders and implemented by our Board of Directors, the increase in the number of shares of our authorized Common Stock would become effective by filing the Certificate of Amendment with the Secretary of State of the State of New York.

Background and Reasons for the Increase in Authorized Common Stock

Under New York law, we may only issue shares of Common Stock to the extent such shares are authorized for issuance under our certificate of incorporation. From time to time, we issue shares of Common Stock in connection with financings, acquisitions, for compensatory purposes, and for other general corporate purposes. Upon each of these occurrences, the amount of available authorized shares of Common Stock decreases. Our certificate of incorporation currently authorizes the issuance of up to 20,000,000 shares of Common Stock. As of March 1, 2018, there were 9,402,466 shares of Common Stock issued and outstanding. In addition, as of March 1, 2018 there were an aggregate of 2,447,361 shares of Common Stock reserved for issuance upon exercise or distribution of outstanding equity awards and shares reserved for grant under our various equity incentive plans. Based on the number of outstanding and reserved shares of Common Stock described above, we have only 8,150,173 shares of Common Stock remaining available for future issuance. The proposed increase in the number of shares of our authorized Common Stock would provide us with additional flexibility to, among other things, issue additional equity and equity linked securities in the future to implement potential acquisitions and for compensatory and other general corporate purposes.

Purpose and Effect of the Increase in Authorized Common Stock. The increase in authorized shares will enable us to issue additional shares of Common Stock for general corporate purposes, such as issuing equity incentives to employees and officers (subject to additional stockholder approval, if required). As of March 1, 2018, there were 683,925 shares of Common Stock reserved for unissued equity awards under our various equity incentive plans. In addition, while we currently have no definitive plans to do so, our Board of Directors believesmay in the future determine that it is appropriate or necessary to raise additional capital to fund our operations through the sale of equity securities, convertible debt securities or other equity linked securities. Furthermore, we presently have no other plans, written or oral, to issue any of the newly authorized shares of Common Stock for acquisitions or general corporate or any other purposes. Without an increase in the number of shares of our authorized Common Stock, our ability to do so would be limited except by issuing preferred stock from our authorized but unissued blank check preferred stock. With the increase, we will have additional authorized but unissued shares from which to issue additional shares of Common Stock, or securities convertible or exercisable into shares of Common Stock, in equity financing transactions or pursuant to acquisitions.

23

The increase in the number of shares of our authorized Common Stock will not have any immediate effect on the rights of existing shareholders. However, our Board of Directors will have the authority to issue authorized Common Stock without future shareholder approval of such issuances, except as may be required by applicable law or stock exchange rules. To the extent that additional authorized shares are issued in the future, it may decrease the existing shareholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the existing shareholders. Holders of our Common Stock do not have preemptive rights to subscribe to additional securities that we may issue, and our Board of Directors has no plans to grant such rights with respect to any such shares.

The increase in the number of shares of our authorized Common Stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change of control of our Company without further action by the shareholders, although this is not the intent of our Board of Directors. Shares of our authorized and unissued Common Stock could, within the limits imposed by applicable law or stock exchange rules, be issued in one or more transactions that would make a change in control of our Company more difficult, and therefore less likely. Any such issuance of additional stock could have the effect of diluting earnings per share and book value per share of outstanding Common Stock, and such additional shares could be used to dilute the stock ownership rights of a person seeking to obtain control of our Company. Our Board of Directors is not aware of any attempts to take control of our Company, and our Board of Directors has not presented this proposal with the intent that it be utilized as a type of anti-takeover device.

We believe that the proposed increase in the number of authorized shares of Common Stock remaining available was not 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 agreements with any other person or entity regarding a proposed transaction, the 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 of Misonix and its shareholders.

Recent Transactions and Current Capitalization. During the prior three fiscal years ended June 30, 2017, in addition to increase the numberissuance of authorized shares pursuant to the exercise of stock options and the grant of restricted stock pursuant to the Company’s equity incentive plans, we issued Common Stock as described above.

follows:

·On October 25, 2016, the Company sold 761,469 shares of Common Stock in a private placement to Stavros G. Vizirgianakis, a director of the Company and our Chief Executive Officer, at a price per share of $5.253, representing total cash proceeds to the Company of approximately $4.0 million. The price per share represented approximately 102% of the consolidated closing bid price as reported by The Nasdaq Stock Market on October 24, 2016.

We have 20,000,000 shares of our Common Stock authorized for issuance under our certificate of incorporation. As of March 1, 2018, there were:

●9,402,466 shares of our Common Stock issued and outstanding
   
1●Represents1,763,436 shares of our Common Stock that are issuablereserved for issuance upon exercise or distribution of outstanding equity awards under our equity incentive plans, consisting of shares reserved for issuance upon the exercise of outstanding options.options, at a weighted average exercise price of $8.44 per share;
 
2 
Includes 476,283●683,925 shares of our Common Stock that may be the subject ofreserved for issuance upon future grants of options under the Company’s existing option plans.our equity incentive plans;

 

16

The BoardBased on the number of Directors also believes the availability of suchoutstanding and reserved shares of Common Stock will provide the Company with the flexibility to issuedescribed above, we had 8,150,173 shares of Common Stock remaining available for other proper corporate purposes that may be identified by theissuance as of March 1, 2018.

The Company’s Board of Directors from timerecommends a vote FOR the proposal to time, such as stock dividends (including stock splits in the form of stock dividends), financings, acquisitions, or 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.

The authorized shares of Common Stock in excess of those issued or reserved for issuance, will be available for issuance at such times and for such corporate purposes as the Board of Directors may deem advisable without further action by the Company’s shareholders, except as may be required by applicable laws or the rules of any stock exchange or national securities association trading system on which the securities may be listed or traded. Upon issuance, such shares of Common Stock will have the same rights as the outstanding shares of Common Stock. Holders of shares of Common Stock do not have preemptive rights. The Board of Directors does not intend to issue any shares of Common Stock except on terms that the Board of Directors deems to be in the best interest of the Company and its then-existing shareholders.
The Board of Directors did not approve this proposed amendment with the intent to use the ability to issue additional shares of Common Stock to discourage tender offers or takeover attempts. However, the availability of authorized shares of Common Stock for issuance could render more difficult or discourage a merger, tender offer, proxy contest or other attempt to obtain control of the Company. The proposed amendment is not in response to any effort on the part of any party to accumulate material amounts of shares of Common Stock or to acquire control of the Company by means of merger, tender offer, proxy contest or otherwise, or to change the Company’s management. 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 and the shareholders.
Required Vote and Board Recommendation
The adoption of the above-described

an amendment to the CertificateCompany’s certificate of Incorporation requires incorporation to increase

the affirmative vote of not less than a majority of all outstanding shares ofCompany’s authorized Common Stock entitledfrom 20,000,000 shares to 40,000,000 shares.

24

PROPOSAL THREE

PROPOSAL TO APPROVE (ON AN ADVISORY BASIS) COMPENSATION OF THE NAMED

EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Act (the “Dodd-Frank Act”), public companies are required to give their shareholders the opportunity to cast an advisory vote on this proposal. All members of the Board of Directors and each ofa proposal (commonly known as a “say-on-pay” proposal) to endorse or not endorse named executive officer compensation. At our executive officers who beneficially hold as of the Record Date an aggregate of 595,820 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 voteannual meeting held in favor of the proposal. Under the New York Business Corporation Law,2013 our shareholders are not entitled to dissenters’ rights with respect to this proposal.

The Board of Directors believes that the above-described amendment to the Certificate of Incorporation is in the best interests of the Company and the shareholders and recommends a vote “FOR” this proposal. It is intended that the shares of Common Stock represented by the enclosed form of proxy will be voted in favor of annual say-on-pay votes, and our Board has submitted such votes to the shareholders on an annual basis thereafter.

As discussed in the Compensation Discussion and Analysis above and in the Compensation Disclosure Tables that follow, our executive compensation program is designed to attract, retain, and reward capable employees who can contribute to our success. We believe that our executive compensation program is reasonable, competitive, and focused on the principle of pay for performance. To that end, compensation is based on a mix of base salary, performance-based annual and long-term incentives, and benefits and perquisites. Furthermore, we seek to maintain levels of compensation that are competitive with similar companies in our industry. We believe that the fiscal 2017 compensation of our named executive officers was appropriate and aligned with the Company’s fiscal 2017 results. Accordingly, the Company is seeking shareholder approval of the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the ‘Compensation Discussion and Analysis’ and the related accompanying tabular and narrative disclosure included in the Company’s Proxy Statement for the fiscal 2018 Annual Meeting of Shareholders.”

As an advisory vote, this proposal unless otherwise specifiedis not binding upon the Company or the Board. Nevertheless, the Board’s Compensation Committee, which is comprised solely of independent directors and is responsible for making decisions regarding the amount and form of compensation paid to the Company’s executive officers, will carefully consider the shareholder vote on this matter, along with the other expressions of shareholders views it receives on specific policies and desirable actions. If there are a significant number of unfavorable votes, the Company will seek to understand the concerns that influenced the vote and address them in such proxy.making future decisions affection the executive compensation program. The next shareholder advisory vote on executive compensation of our named executive officers will take place at the next Annual Meeting of Shareholders.

The Company’s Board of Directors recommends a vote FOR the proposal to approve compensation

of the Named Executive Officers as disclosed in this Proxy Statement.

25

PROPOSAL THREE

Ratification of Appointment of Independent Registered Public Accounting Firm
FOUR

APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected the firm of Grant ThorntonBDO USA, LLP (“Grant Thornton”) to actserve as the Company’sCompany's independent registered public accounting firm for the 20092018 fiscal year. Grant ThorntonBDO USA, LLP will audit the Company’sCompany's consolidated financial statements for the 20092018 fiscal year and perform other services. While shareholder ratification is not required by the Company’s By-lawsCompany's By-Laws or otherwise, the Board of Directors, at the direction of the Audit Committee, is submitting the selection of Grant ThorntonBDO USA, LLP 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.BDO USA, LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm as the independent auditorregistered public accounting firm for the Company for the year ending June 30, 2018 at any time during the year if it determines that such a change would be in the best interest of the Company and its shareholders.

 

17

A representative of Grant ThorntonBDO USA, LLP is expected to be available either personally or by telephone hookup at the Annual Meeting to respond to appropriate questions from shareholders and will be given the opportunity to make a statement if he or she desires to do so.

Change in Independent Registered Public Accounting Firm

On November 9, 2017, the Company dismissed Grant Thornton LLP (“Grant Thornton”) effective immediately as its independent registered public accounting firm (after receiving approval of the Audit Committee). Grant Thornton’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2017 and June 30, 2016 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years ended June 30, 2017 and June 30, 2016 and the subsequent interim period through November 9, 2017, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that the opinion of Grant Thornton with respect to the Company’s internal control over financial reporting as of June 30, 2016 was adverse, because of the effect of certain material weaknesses described therein, and reported that the Company had not maintained effective internal control over financial reporting as of June 30, 2016.

The Company provided Grant Thornton with a copy of the above disclosures and requested that Grant Thornton furnish a letter addressed to the Securities and Exchange Commission stating whether it agreed with the statements made herein. A copy of Grant Thornton’s letter dated November 13, 2017 was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission November 13, 2017.

On November 13, 2017, the Company engaged BDO USA, LLP as the Company’s new independent registered public accounting firm for the fiscal year ending June 30, 2018 (after receiving approval of the Audit Committee).

During the Company’s two most recent fiscal years ended June 30, 2017 and June 30, 2016 and the subsequent interim period through November 13, 2017, neither the Company nor anyone on its behalf has consulted with BDO USA, LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO USA, LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Audit Fees:

Grant Thornton billed the Company $263,294$509,482 and $336,449$960,351 in the aggregate for services rendered for the audit of the Company’s 20082017 and 20072016 fiscal years, respectively, 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 20082017 and 20072016 fiscal years, respectively.

26

Audit-Related Fees:

Grant Thornton did not render anybilled the Company $15,600 and $15,600 for audit-related services as defined by the SEC to the Company for the fiscal years ended June 30, 2017 and 2016 respectively. The audit-related services were for the audits of the Company’s 2008 and 2007 fiscal years.

pension plan.

Tax Fees:

Grant Thornton did not render any tax-relatedbilled the company $0 and $31,200 for tax related services as defined by the SEC, to the Company for the Company’s 2008fiscal years ended June 30, 2017 and 2007 fiscal years.

All Other Fees:
Grant Thornton did not render any professional services other than those covered in the section captioned “Audit Fees” for the Company’s 2008 and 2007 fiscal years.
2016 respectively.

Policy on Pre-approval of Independent Registered Public Accounting Firm Services:

Services

The charter of the Audit Committee provides for the pre-approval of all auditingaudit services and all permitted non-auditingnon-audit services to be performed for the CompanyMisonix by the independent registered public accounting firm, subject to the requirements of applicable law. The procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm include the Audit Committee reviewing audit-related services, tax services and other services. The Audit Committee periodically monitors the services rendered by and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by the Audit Committee.

The Company’s Board of Directors recommends a vote FOR the proposal to approve the appointment

of its Independent Registered Public Accounting Firm as disclosed in this Proxy Statement.

27

MISCELLANEOUS

SHAREHOLDER PROPOSALS

Under the SEC’s proxy rules, shareholder proposals with respect to the Company’s next Annual Meeting of Shareholders must be received by the Company no later than August 15, 2018 to be considered for inclusion in the Company’s next Proxy Statement. Under SEC proxy rules, Proxies solicited by the Board of Directors for the next 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 August 15, 2018.

A copy of the Company’s Annual Report to Shareholders for the fiscal year ended June 30, 2017 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.

OTHER INFORMATION

As of the date of this Proxy Statement, the Board of Directors does not know of any business other than that specified above to come before the Annual Meeting, but, if any other business does lawfully come before the Annual Meeting, it is the intention of the persons named in the enclosed Proxy to vote in regard thereto in accordance with their judgment.

The Company will pay the cost of soliciting Proxies in the accompanying form and as set forth below. In addition to solicitation by use of the mails, certain officers and regular employees of the Company may solicit proxies by telephone, telegraphemail or personal interview without additional remuneration therefor.

 

18

SHAREHOLDER PROPOSALS
Shareholder proposals with respect to the Company’s next Annual Meeting of Shareholders must be received by the Company no later than July 20, 2009 to be considered for inclusion in the Company’s next Proxy Statement. Under SEC proxy rules, Proxies solicited by the Board of Directors for the 2009 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 October 3, 2009, unless the 2009 Annual Meeting is not held within 30 days before or after the anniversary date of the 2008 Annual Meeting.
A copy of the Company’s Annual Report to Shareholders for the fiscal year ended June 30, 2008 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.
 By Order of the Board of Directors,
  
 JOSEPH P. DWYER
 Secretary

Dated: March [•], 2018

Farmingdale, New York

 RICHARD ZAREMBA28 

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. MISONIX, INC. 2018 Annual Meeting of Shareholders May 7, 2018, 10:00 A.M. local time This Proxy is Solicited On Behalf Of The Board Of Directors Please Be Sure To Mark, Sign, Date and Return Your Proxy Card in the Envelope Provided FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Please mark your votes like this X PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 AND 4. 1. Election of Directors (1) John W. Gildea (2) Charles Miner III (3) Stavros G. Vizirgianakis (4) Patrick A. McBrayer (5) Thomas M. Patton FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees listed to the left) 3. Advisory vote on the approval of compensation of our named executive officers. FOR AGAINST ABSTAIN 4. Ratification of independent registered public accounting firm. FOR AGAINST ABSTAIN (Instruction:To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) 2. Approval of an amendment to the certificate of incorporation to increase the authorized common stock from 20,000,000 shares to 40,000,000 shares. FOR AGAINST ABSTAIN CONTROL NUMBER Signature___________________________________ Signature, if held jointly______________________________________ Date_____________, 2018. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

Secretary
Dated: November 17, 2008
Farmingdale, New York		   

 

19

EXHIBIT A
FORM OF AMENDMENT TO INCREASE AUTHORIZED COMMON STOCK
Article FOURTH of the Certificate of 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:
“FOURTH: The aggregate number of shares which the Corporation is authorized to issue is 22,000,000 shares, consisting of 20,000,000 shares of Common Stock of the par value of $.01 per share and 2,000,000 shares of Preferred Stock of the par value of $1.00 per share.
The relative rights, preferences and limitations of the shares of each class of capital stock are as follows:
Common Stock
(1) Subject to the rights of any other class or series of stock, the holders of shares of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.
(2) Subject to such rights of any other class or series of securities as may be granted from time to time, the holders of shares of Common Stock shall be entitled to receive all the assets of the Corporation available for distribution 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 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.
(3) Common Stock shall not be subject to redemption.
(4) Subject to such voting rights of any other class or series of securities as may be granted from time to time pursuant to this Certificate of Incorporation, any amendment thereto, on the provisions of the law of the State of New York governing business corporations, voting rights shall be vested exclusively in the holders of Common Stock. Each holder of Common Stock shall have one vote in respect of each share of such stock held.
(c) Preferred Stock. The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this Certificate of Incorporation, to provide for the issuance of the Preferred Stock in series, and by filing a certificate pursuant to the New York Business Corporation Law, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
(1) the number of shares constituting that series and the distinctive designation of that series;

 

20

(2) whetherImportant Notice Regarding the holdersInternet Availability of sharesProxy Materials for the Annual Meeting 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,Shareholders The 2018 Proxy Statement and the relation2017 Annual Report 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;
(3 whether the holders of shares of that series shall have voting rights in addition to the voting rights provided by law and, if so, the terms and conditions of exercise of such voting rights;
(4) whether share so that series shall be convertible into or exchangeable for shares of any other class, or any series of the same or any other class, and, if so, the terms and conditions 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 series shall be so convertible or exchangeable, and any adjustments which shall be made, and the circumstances in which any such adjustments shall be made, in the conversion or exchange price or rates;
(5) whether the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(6) whether the share of that series shall be subject to the operation of a retirement or sinking fund and if so subject, the extent to and the manner in which it shall be applied to the purchase or redemption of the shares of that series, and the terms and provisions relative to the operation thereof;
(7) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation and any presence of any such rights to, and the regulation to, the rights in respect thereto of any class or classes of stock or any other series of the same class; and
(8) any other relative rights, preferences ad limitations of that series;
provided, however, that if the stated dividends and amounts payable on liquidation with respect to shares of any series of the Preferred StockShareholders are not paid in full, the shares of all series of the Preferred Stocks shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets (other than by way of dividends) in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.”

21

available at: http://www.cstproxy.com/misonix/2018 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS MISONIX, INC.
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Michael A. McManus, Jr.Stavros G. Vizirgianakis and Richard Zaremba,Thomas M. Patton, and each of them, as Proxies,proxies, each with the power to appoint ahis substitute, and hereby authorizes each of them to represent and to vote, as designated below,on the reverse hereof, all of the shares of common stock par value $.01 per share,of MISONX, INC. held of record by the undersigned at the close of business on November 3, 2008March 19, 2018 at the Annual Meeting of ShareholdersStockholders of MISONIX, INC. to be held on December 11, 2008May 7, 2018, or at any adjournment thereof (the “Meeting”) of MISONIX, INC. (the “Company”).
PLEASE MARK, SIGN, DATE AND RETURN
thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY CARD PROMPTLYWILL BE VOTED IN FAVOR OF ELECTING THE ENVELOPE PROVIDED
FIVE NOMINEES TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2, PROPOSAL 3, AND PROPOSAL 4, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued and to be marked, dated and signed, on the other side)  

   
ACCOUNT NUMBER
NO. OF SHARES
1.
Election of Directors:Michael A. McManus, Jr., Howard Alliger, T. Guy Minetti, Thomas F. O’Neill, John W. Gildea, Charles Miner, III MD
FORall Nominees listed (except as marked to the contrary)
WITHHOLDAUTHORITY to vote for all Nominees listed
(Instruction:To withhold authority to vote for one or more individual nominees write the nominee’s name(s) in the line provided below).
oo
2. Approval of the adoption of an amendment of the Certificate of Incorporation of the Company to increase the number of shares of Common Stock.
FORAGAINSTABSTAIN
ooo
3. Ratification of the selection of Grant Thornton LLP as independent registered public accounting firm.
FORAGAINSTABSTAIN
ooo
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the 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 3.
Please sign exactly as name appears hereon.
(Signature)
Dated(Signature if held jointly)
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.