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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 5,
2018
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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(I.R.S.
Employer
Identification
Number)
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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))
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, a Utah corporation (the "Company"), held its Annual
Meeting of Shareholders on December 3, 2018. The total number of
shares of common stock issued and outstanding on an as-converted
basis as of October 4, 2018 (the “Record Date”) and
entitled to vote at the Annual Meeting was 11,189,028 shares,
including: 8,226,523 shares of common stock, 2,000,000 shares of
Series A 8% Convertible Preferred Stock, or Series A Preferred,
(1,636,133 voting power after applicable voting cutback), and
1,459,000 shares of Series B Convertible Preferred Stock, or Series
B Preferred, (1,326,372 voting power after applicable voting
cutback). The
“voting cutback” limits the number of
"as-if-converted common shares" that may be voted by a holder of
shares of the Company’s voting preferred stock (its Series A
Preferred and Series B Preferred) to that number of shares of the
Company’s common stock issuable upon conversion of such
preferred stock held by the holder that exceeds the quotient of (x)
the aggregate purchase price paid for the preferred stock by such
holder, divided by (y) the greater of (i) $2.50 and (ii) the market
price of the common stock on the trading day immediately prior to
the date of issuance of the preferred stock.
A total
of 9,544,745 shares (approximately 85%) of common stock (on an
as-converted basis, after giving effect to applicable voting
cutbacks) entitled to vote at the Annual Meeting were represented
by proxy or in person at the meeting. The following is a
tabulation of the voting on the proposals presented at the Annual
Meeting, with all results of voting presented on
an as-converted basis:
Proposal
No. 1 – Election of Directors
Shareholders voted
to elect four 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,
by a plurality of votes cast, as set forth below:
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Number of
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Number of
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Number of
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Shares
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Shares
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Broker Non-
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Name
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Shares For
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Withheld
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Abstaining
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Votes
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Kelvyn
H. Cullimore, Jr.
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7,436,192
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83,546
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—
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—
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Scott
A. Klosterman
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7,443,452
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76,286
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—
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—
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Christopher R. von
Jako
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7,443,571
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76,167
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—
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—
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R.
Scott Ward
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7,433,452
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76,286
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—
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—
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Proposal No. 2 – Ratification of Appointment of
Auditor
Shareholders voted
to ratify on an advisory basis the appointment of Tanner LLC as the
Company’s independent registered public accounting firm for
the fiscal year ending June 30, 2019, as set forth
below:
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Number of
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Number of
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Number of
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Shares
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Shares
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Broker Non-
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Shares For
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Against
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Abstaining
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Votes
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9,518,265
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15,951
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10,529
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—
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Proposal No. 3 –Approval of Dynatronics Corporation 2018
Equity Incentive Plan
Shareholders voted
to approve the Dynatronics Corporation 2018 Equity Incentive Plan,
as set forth below:
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Number of
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Number of
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Number of
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Shares
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Shares
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Broker Non-
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Shares For
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Against
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Abstaining
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Votes
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7,215,073
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141,054
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163,611
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—
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Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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Dynatronics
Corporation 2018 Equity Incentive Plan
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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.
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DYNATRONICS
CORPORATION
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Date: December 5,
2018
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By:
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/s/
Christopher R. von
Jako
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Christopher R. von
Jako
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Chief Executive
Officer
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