UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
——————
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): December 4,
2019
DYNATRONICS CORPORATION
(Exact
name of registrant as specified in its charter)
Utah
|
0-12697
|
87-0398434
|
(State or other
jurisdiction of
incorporation)
|
Commission
File
Number
|
(IRS
Employer Identification
Number)
|
7030
Park Centre Dr., Cottonwood Heights,
Utah
|
84121
|
(Address of
principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (801) 568-7000
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered under Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common
Stock no par value per share
|
DYNT
|
The
NASDAQ Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security
Holders.
Dynatronics
Corporation (the “Company” or “we”) held
our Annual Meeting of Shareholders (“Annual Meeting”)
on December 4, 2019. A total of 8,923,682 shares
(approximately 75.5%) of the Company’s common stock
(including shares of voting preferred stock on an as-converted
basis) entitled to vote at the Annual Meeting were represented by
proxy or in person at the Annual Meeting. Four matters of
business were submitted and voted upon by the shareholders at the
Annual Meeting, with the results of the voting reported as
follows:
1. Shareholders voted
to elect three directors to hold office until the next annual
meeting of the Company’s shareholders or until their
respective successors have been elected or appointed and qualified,
as set forth below:
Name
|
For
|
Withheld
|
Brian
D. Baker
|
6,879,323
|
147,623
|
Scott
A. Klosterman
|
6,811,694
|
215,252
|
R.
Scott Ward
|
6,809,271
|
217,675
|
2. Shareholders voted
to ratify the appointment of Tanner LLC as our independent
registered public accounting firm for the fiscal year ending June
30, 2020, as set forth below:
For
|
Against
|
Abstain
|
8,899,771
|
11,118
|
12,793
|
3.
Shareholders voted to approve, on a non-binding
advisory basis, executive compensation, as set forth
below:
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
6,521,010
|
486,383
|
19,553
|
1,896,736
|
4. Shareholders voted
(approximately 65.5% of the votes cast), on a non-binding advisory
basis, regarding the frequency of holding future advisory
Say-on-Pay votes on executive compensation, to hold such votes
every three years. The results of the vote at the Annual Meeting
was as set forth below:
Years
|
For
|
Abstain
|
1
Year
|
2,399,531
|
—
|
2
Years
|
26,395
|
—
|
3
Years
|
4,595,361
|
—
|
Totals
|
7,021,287
|
5,659
|
The
Company’s Board of Directors determined that the Company will
hold future Say-on-Pay votes every three years until the occurrence
of the next advisory vote on the frequency of Say-on-Pay votes. The
next advisory vote regarding the frequency of Say-on-Pay votes is
required to occur no later than the Company’s 2025 annual
meeting of shareholders.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
DYNATRONICS
CORPORATION
|
|
|
|
|
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Date:
December 9,
2019
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By:
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/s/ Brian D.
Baker
|
|
|
|
Brian D.
Baker
|
|
|
|
President and Chief
Executive Officer
|
|