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 10, 2020
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Dynatronics Corporation
(Exact
name of registrant as specified in its charter)
__________________________________________
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Utah
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0-12697
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87-0398434
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(State or other jurisdiction of incorporation)
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Commission File Number
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(IRS Employer Identification Number)
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1200 Trapp Rd, Eagan, Minnesota
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55121
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(Address of principal executive offices)
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(Zip Code)
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(801) 568-7000
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(Registrant’s telephone number, including area
code)
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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 14(d)-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 pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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DYNT
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The Nasdaq Capital Market
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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 Submissions of Matters to a Vote of Security
Holders
(a) On
December 10, 2020, we held our 2020 Annual Meeting of Shareholders
(the “Annual Meeting”). As of the record date of
October 5, 2020 shares eligible to vote totaled 17,840,711,
comprised of 14,389,711 shares of Common Stock, 1,992,000 shares of Series A
Preferred (1,628,130 shares “as-converted” voting
power), and 1,459,000 shares of Series B Preferred (1,326,364
shares “as-converted” voting power). A quorum of
14,122,394 (79.15%) of the eligible shares, was present in person
or represented by proxy at the meeting.
(b) The
following is a brief description of each matter submitted to a vote
at the Annual Meeting, as well as the number of votes cast for and
against and the number of abstentions and broker non-votes with
respect to each matter.
Proposal No. 1: Election of Directors
To elect Brian D. Baker, R. Scott Ward, Scott A. Klosterman and
John A. Krier to serve until the 2021 Annual Meeting of
Shareholders, and until their successors are duly elected and
qualified or until their earlier death, resignation, retirement or
removal.
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Votes
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Broker
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For
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Withheld
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Non-Votes
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Brian
D. Baker
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7,975,809
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280,093
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5,491,076
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R.
Scott Ward
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8,143,627
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112,275
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5,491,076
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Scott
A. Klosterman
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8,113,593
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142,309
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5,491,076
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John
A. Krier
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8,125,300
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130,602
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5,491,076
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Proposal No. 2: Approval to Ratify Tanner LLC as Independent
Registered Public Accounting Firm for the Fiscal Year Ending June
30, 2021
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Votes
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Votes
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Votes
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For
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Against
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Abstained
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13,609,160
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129,373
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8,445
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Proposal No. 3: Approval of our 2020 Equity Incentive
Plan.
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Votes
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Votes
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Votes
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Broker
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For
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Against
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Abstained
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Non-Votes
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7,607,716
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631,663
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16,523
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5,491,076
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Proposal No. 4: Approval of Reverse Stock Split of our Common
Stock
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Class of Voting Stock
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Votes For
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Votes Against
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Votes Abstained
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Common
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10,482,308
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997,771
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241,515
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Common
and Preferred (on as-converted basis, subject to voting cutbacks)
as a group
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12,453,147
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1,052,316
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241,515
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Total
Shares Voted
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12,453,147
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1,052,316
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241,515
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SIGNATURE
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.
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Date: December 11, 2020
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DYNATRONICS CORPORATION
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By:
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/s/ John Krier
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Name:
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John Krier
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Title:
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Chief Executive Officer
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