Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;

             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.


Election of Directors On April 30, 2020, the Board of Directors of Sharps Compliance Corp. (the "Company", "Sharps" or "we") appointed Jack Holmes to the Board of Directors (the "Board") to serve until the Company's 2020 Annual Meeting of Stockholders in November 2020. Mr. Holmes will be compensated consistent with the Company's Non-Employee Board of Director Compensation Policy described in the Company's most recent Proxy Statement filed with the Securities Exchange Commission (the "SEC") on September 26, 2019. The Board expects to appoint Mr. Holmes to one or more Board committees at the Board's regular meeting in June 2020, but the specifics of these appointments have not been determined.

There are no transactions between Mr. Holmes and the Company that would be reportable under Item 404 of Regulation S-K, and no arrangements or understandings with any other persons pursuant to which he was selected. In addition, the Board has determined that Mr. Holmes is an "independent director" within the meaning of the applicable rules of the SEC and NASDAQ.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.




Item 9.01.  Financial Statements and Exhibits.
(a)    Financial Information
Not applicable
(b)    Pro Forma Financial Information
Not applicable
(c)    Exhibits
Exhibit  Description
99.1  Press Release, dated May 4, 2020

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