Dynatronics Corp. Reports Board and Officer Changes

TL;DR

Dynatronics just shuffled its execs and board, watch for new comp plans.

AI Summary

Dynatronics Corp. filed an 8-K on March 20, 2024, reporting changes in its board of directors and executive officers, including the departure of certain officers and the election of new directors. The filing also covers compensatory arrangements for certain officers.

Why It Matters

Changes in a company's leadership and executive compensation can signal shifts in strategy or financial health, impacting investor confidence.

Risk Assessment

Risk Level: medium — Changes in executive and director positions can indicate internal shifts that may affect future performance or strategy.

Key Players & Entities

• DYNATRONICS CORP (company) — Registrant
• March 20, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• form8k.htm (8-K) — 16KB
• exhibit10-1.htm (EX-10.1) — 18KB
• exhibit10-1xu001.jpg (GRAPHIC) — 3KB
• exhibit10-1xu002.jpg (GRAPHIC) — 2KB
• 0001062993-24-006882.txt ( ) — 259KB
• dynt-20240320.xsd (EX-101.SCH) — 5KB
• dynt-20240320_cal.xml (EX-101.CAL) — 1KB
• dynt-20240320_def.xml (EX-101.DEF) — 22KB
• dynt-20240320_lab.xml (EX-101.LAB) — 46KB
• dynt-20240320_pre.xml (EX-101.PRE) — 25KB
• form8k_htm.xml (XML) — 3KB

From the Filing

Dynatronics Corp.: Form 8-K - Filed by newsfilecorp.com 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): March 20, 2024 DYNATRONICS CORP. (Exact name of registrant as specified in its charter) Utah 000-12697 87-0398434 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1200 Trapp Rd. Eagan , Minnesota , United States 55121 (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 pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common stock, no par value DYNT 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 20, 2024, Dynatronics Corporation (the "Company") entered into a Change in Control Agreement (the "Agreement") with Brian Baker, the Company's President and CEO. Under the terms of the Agreement, if a Change in Control (as defined in the Agreement) occurs during the term of Mr. Baker's employment with the Company, Mr. Baker will receive a lump-sum cash payment in an amount equal to two and one-half times (2.5x) his then current base salary within 10 business days following the occurrence of the Change in Control. Mr. Baker is not entitled to an excise tax gross-up payment with respect to Section 280G of the Internal Revenue Code of 1986 ("Section 280G"). Instead, the Agreement provides for a "best net" approach, whereby applicable benefit payments are limited to the threshold amount under Section 280G if it would be more favorable to Mr. Baker on a net after-tax basis than receiving the full benefit payments and paying the excise taxes. The term of the Agreement commenced March 20, 2024 and will continue in effect until the earlier of (a) March 20, 2025, (b) the Company's (or its successor's) satisfaction of all of its obligations under the Agreement, and (c) mutual termination of the Agreement by the Company and Mr. Baker. The foregoing description of the Agreement is a summary, is not intended to be complete, and is qualified in its entirety by reference to the Agreement filed herewith as Exhibit 10.1, which is incorporated herein by reference. (d) Exhibits Exhibit Description 10.1 Change in Control Agreement between Dynatronics Corporation and Brian D. Baker dated March 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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. Date: March 20, 2024 DYNATRONICS CORPORATION By: /s/ Brian D. Baker Name: Brian D. Baker Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR