Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

Non-Employee Board of Director Compensation Policy

On June 8, 2020, the Board of Directors of Sharps Compliance Corp. (the "Company", "Sharps" or "we") approved a change to the Board of Directors (the "Board") compensation for the Company's non-employee directors effective for the period from October 1, 2020 through September 30, 2021. Under the revised plan, the directors equity portion of their compensation changes from a designated number of restricted stock awards to an equivalent stated dollar amount of $112,500 per member. The number of shares will be determined based on the market value of the Company's common stock on the close of the first business day after September 15th of each year. The revised Board compensation for the Company's non-employee directors effective for the period from October 1, 2020 through September 30, 2021, with cash paid quarterly, shares issued effective on October 1, 2020 and shares vesting quarterly follows:

Non-Employee Board of Directors Compensation Chair of the Board Board Member Quarterly Cash Retainer ($)

$18,750         $12,500

Value of Restricted Shares Awarded Annually ($):
Board Membership                                      $112,500        $112,500
Chair of the Board                                    $56,250


Item 9.01.  Financial Statements and Exhibits.
(a)    Financial Information
Not applicable
(b)    Pro Forma Financial Information
Not applicable
(c)    Exhibits
None

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