DEF 14A: Dynatronics Corp. Announces 2024 Annual Meeting of Shareholders
Proxy Statement
Dynatronics Corporation will hold its Annual Meeting of Shareholders on December 5, 2024, to elect directors and ratify the appointment of its independent accounting firm.
Summary
- Dynatronics Corporation will hold its 2024 Annual Meeting of Shareholders on December 5, 2024, at its principal executive offices in Eagan, Minnesota.
- Shareholders will vote on the election of three director nominees, the ratification of Tanner LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2025, and any other business that may properly come before the meeting.
- The Board of Directors recommends voting 'FOR' each of the director nominees and 'FOR' the ratification of Tanner LLC.
- The record date for determining shareholders eligible to vote at the meeting is October 11, 2024.
- The company is using the 'Notice and Access' method to provide proxy materials to shareholders electronically.
- As of the record date, there were 7,828,282 shares of common stock outstanding and entitled to vote at the Annual Meeting (including shares of Series A Preferred and Series B Preferred on an as-converted basis), held by 386 holders of record.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, presenting factual information and recommendations in a neutral tone. The outlook is stable, focusing on routine corporate governance matters.
Positives
- The Board recommends voting 'FOR' all director nominees and the ratification of the accounting firm.
- The company is using the 'Notice and Access' method for distributing proxy materials, which is environmentally friendly and cost-effective.
- The Board has determined that a majority of the members of the Board are 'independent directors'.
Risks
- If a quorum is not present at the scheduled time of the Annual Meeting, the shareholders who are present may adjourn the Annual Meeting until a quorum is present.
- If the shareholders fail to ratify the selection of Tanner LLC, the Audit Committee will reconsider whether or not to retain that firm.
Future Outlook
The Board is seeking shareholder approval for the election of directors and the ratification of the independent accounting firm to ensure continued effective corporate governance and financial oversight.
Management Comments
- Brian Baker, President and CEO: 'Thank you for your support of Dynatronics. We look forward to your participation at the Annual Meeting.'
Industry Context
The document reflects standard corporate governance practices for publicly traded companies, including the election of directors, appointment of auditors, and disclosure of executive compensation.
Comparison to Industry Standards
- The director compensation structure, including equity retainers, is consistent with practices at similarly sized public companies.
- The use of an independent Chairman of the Board is a governance practice that is becoming increasingly common among public companies.
- The company's clawback policy aligns with the requirements of the Dodd-Frank Act and is a standard practice for public companies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | John Krier | Brian Baker | October 1, 2023 | Appointment |
| Chief Financial Officer | John Krier | Gabe Ellwein | October 30, 2023 | Appointment |
| Director | Scott A. Klosterman | Andrew Hulett | January 12, 2024 | Resignation and Appointment |
| Director | Brian M. Larkin | NA | September 23, 2024 | Resignation |
Stakeholder Impact
- Shareholders are asked to vote on key corporate governance matters.
- The election of directors and ratification of the accounting firm will impact the company's oversight and financial reporting.
- Executive compensation decisions impact management and employees.
Next Steps
- Shareholders should review the proxy materials and vote on the proposals.
- The company will hold the Annual Meeting on December 5, 2024.
- The company will file a Form 8-K to report the final voting results.
Key Dates
| Date | Description |
|---|---|
| 2013 | Dr. Ward joined the board |
| 2015 | Provco became a preferred shareholder |
| 2016 | Tanner LLC has served as our independent registered public accounting firm since 2016. |
| February 2018 | Erin Enright appointed as Chairman of the Board |
| September 10, 2018 | Our Board unanimously approved the 2018 Plan |
| December 3, 2018 | The 2018 Plan was approved by our shareholders at our 2018 annual meeting of shareholders |
| May 18, 2023 | Brian Baker appointed as President |
| October 1, 2023 | Brian Baker appointed as Chief Executive Officer |
| October 4, 2023 | Most recent Form 4 filed by Mr. Krier with the SEC |
| October 27, 2023 | The Company and Mr. Ellwein entered into an Employment Agreement effective as of October 30, 2023 |
| March 20, 2024 | The Company entered into a Change in Control Agreement with Mr. Baker |
| June 7, 2024 | The Company and Mr. Ellwein agreed that Mr. Ellwein's annual base salary would be adjusted to $200,000 per year, effective as of July 1, 2024. |
| September 12, 2024 | Date of the Audit Committee Report |
| September 23, 2024 | Mr. Larkin resigned as a director effective as of September 23, 2024. |
| October 11, 2024 | Record date for the Annual Meeting. |
| October 25, 2024 | Mailing of Notice of Internet Availability of Proxy Materials. |
| December 5, 2024 | Date of the Annual Meeting of Shareholders. |
| June 27, 2025 | Deadline for shareholder proposals for the 2025 Annual Meeting. |
Keywords
Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Director Election, Accounting Firm, Dynatronics
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