Dynatronics Sets Shareholder Meeting, Board Seeks Approval on Key Votes
Ticker: DYNTQ · Form: DEF 14A · Filed: Oct 28, 2025 · CIK: 720875
| Field | Detail |
|---|---|
| Company | Dynatronics Corp (DYNTQ) |
| Form Type | DEF 14A |
| Filed Date | Oct 28, 2025 |
| Risk Level | medium |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $2.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Shareholder Meeting, Corporate Governance, Executive Compensation, Board of Directors, Auditor Ratification, Voting Rights
Related Tickers: DYNTQ
TL;DR
**DYNTQ's board is pushing for a three-year executive compensation vote, signaling a desire for less frequent shareholder scrutiny on pay.**
AI Summary
Dynatronics Corporation (DYNTQ) is holding its Annual Meeting of Shareholders on December 11, 2025, at its Eagan, Minnesota headquarters. Shareholders will vote on four key proposals: the election of three director nominees, the ratification of Tanner LLC as the independent registered public accounting firm for fiscal year 2026, an advisory vote on named executive officer compensation, and an advisory vote on the frequency of future executive compensation votes. The Board of Directors unanimously recommends voting 'FOR' all proposals, including a 'FOR' vote for holding the advisory vote on executive compensation every three years. As of the October 10, 2025 Record Date, there were 16,574,050 total voting shares outstanding, comprising 16,001,331 common shares, 1,992,000 Series A Preferred shares (representing 325,627 as-converted voting power), and 1,359,000 Series B Preferred shares (representing 247,092 as-converted voting power), after applying a 'Voting Cutback' limitation. The company is utilizing the 'Notice and Access' method to distribute proxy materials electronically to conserve resources and reduce costs.
Why It Matters
This DEF 14A filing outlines critical governance decisions for Dynatronics, directly impacting investor confidence and executive accountability. Shareholders' votes on director elections and auditor ratification are fundamental to corporate oversight, while the advisory votes on executive compensation and its frequency signal investor sentiment on management's pay and long-term strategy. The 'Voting Cutback' mechanism for preferred stock holders could influence voting power dynamics, potentially affecting the outcome of proposals. In a competitive market, strong governance and clear compensation practices are vital for attracting and retaining talent and capital, especially for a company like Dynatronics with a relatively small number of record holders (387).
Risk Assessment
Risk Level: medium — The 'Voting Cutback' for Series A and Series B Preferred Stock holders, which limits their 'as-if-converted common shares' voting power, introduces complexity and potential for reduced influence for certain investors. While the board recommends 'FOR' all proposals, including a three-year frequency for executive compensation votes, this could be perceived as an attempt to reduce accountability, potentially increasing governance risk. The total voting shares outstanding, including preferred stock, is 16,574,050, with 387 record holders, indicating a concentrated shareholder base where voting dynamics can be significant.
Analyst Insight
Investors should carefully review the 'Voting Cutback' details for preferred stock and consider its implications on their voting power. Shareholders should actively participate in the advisory vote on executive compensation frequency, as a three-year cycle could reduce opportunities for expressing dissent on pay practices. Engage with the company or other shareholders if you disagree with the board's recommendation for a three-year frequency.
Key Numbers
- 16,574,050 — Total Voting Shares Outstanding (Includes common stock and as-converted preferred stock after Voting Cutback as of October 10, 2025)
- 16,001,331 — Common Stock Shares Outstanding (Entitled to vote at the Annual Meeting as of October 10, 2025)
- 325,627 — Series A Preferred 'As-Converted' Voting Power (Represents voting power from 1,992,000 Series A Preferred shares after Voting Cutback)
- 247,092 — Series B Preferred 'As-Converted' Voting Power (Represents voting power from 1,359,000 Series B Preferred shares after Voting Cutback)
- 387 — Record Holders (Number of holders of voting securities as of October 10, 2025)
- 3 — Director Nominees (Number of directors to be elected at the Annual Meeting)
- 2026 — Fiscal Year for Auditor Ratification (Tanner LLC proposed as independent registered public accounting firm for fiscal year ending June 30, 2026)
- 3 — Recommended Frequency for Executive Compensation Vote (Board recommends an advisory vote on executive compensation every three years)
- 8:00 a.m. Central Time — Annual Meeting Start Time (Scheduled start time for the December 11, 2025 Annual Meeting)
- October 28, 2025 — Notice Mailing Date (Date Notice of Internet Availability of Proxy Materials was mailed)
Key Players & Entities
- DYNATRONICS CORPORATION (company) — Registrant for DEF 14A filing
- Brian Baker (person) — President and Chief Executive Officer of Dynatronics Corporation
- Tanner LLC (company) — Independent registered public accounting firm nominee for fiscal year 2026
- U.S. Securities and Exchange Commission (regulator) — Promulgates 'Notice and Access' method regulations
- October 10, 2025 (date) — Record Date for Annual Meeting voting eligibility
- December 11, 2025 (date) — Date of the Annual Meeting of Shareholders
- 1200 Trapp Road, Eagan, Minnesota 55121 (location) — Principal executive offices and Annual Meeting location
- 387 (number) — Number of record holders of voting securities
- $2.50 (dollar_amount) — Minimum value used in 'Voting Cutback' calculation for preferred stock
- 16,574,050 (number) — Total number of shares entitled to vote at the Annual Meeting
FAQ
What are the key proposals Dynatronics shareholders will vote on at the 2025 Annual Meeting?
Dynatronics shareholders will vote on four key proposals at the December 11, 2025 Annual Meeting: the election of three director nominees, the ratification of Tanner LLC as the independent registered public accounting firm for fiscal year 2026, an advisory vote on named executive officer compensation, and an advisory vote on the frequency of future advisory votes on executive compensation.
When is the Dynatronics Annual Meeting of Shareholders and where will it be held?
The Dynatronics Annual Meeting of Shareholders is scheduled for Thursday, December 11, 2025, at 8:00 a.m. Central Time. It will be held at the company's principal executive offices located at 1200 Trapp Road, Eagan, Minnesota 55121.
Who is eligible to vote at the Dynatronics 2025 Annual Meeting?
Only holders of Dynatronics' voting securities (common stock, Series A 8% Convertible Preferred Stock, or Series B Convertible Preferred Stock) as of the close of business on October 10, 2025, the Record Date, are entitled to notice of and to vote at the Annual Meeting.
What is the 'Voting Cutback' mentioned for Dynatronics' preferred stock?
The 'Voting Cutback' limits the number of 'as-if-converted common shares' that certain preferred shareholders can vote. This limit is based on the aggregate purchase price paid for the preferred stock divided by the greater of $2.50 or the common stock's market price prior to issuance, subject to adjustments.
What is the Board's recommendation regarding the frequency of advisory votes on executive compensation for Dynatronics?
The Board of Directors unanimously recommends that Dynatronics shareholders vote, on an advisory basis, for holding an advisory vote on executive compensation every three years.
How many total voting shares are outstanding for Dynatronics as of the Record Date?
As of the October 10, 2025 Record Date, the total number of shares of common stock issued and outstanding (including as-converted Voting Convertible Preferred Stock after the applicable Voting Cutback) entitled to vote at the Annual Meeting is 16,574,050 shares.
What is the role of Tanner LLC for Dynatronics?
Tanner LLC is the independent registered public accounting firm whose appointment for the fiscal year ending June 30, 2026, is being proposed for ratification by Dynatronics shareholders at the Annual Meeting.
How is Dynatronics providing proxy materials to its shareholders?
Dynatronics is using the 'Notice and Access' method, providing proxy materials primarily electronically via the Internet. A one-page Notice of Internet Availability of Proxy Materials was mailed on or about October 28, 2025, with instructions to access materials online at www.proxyvote.com or request paper copies.
What is the quorum requirement for the Dynatronics Annual Meeting?
For any business to be conducted at the Dynatronics Annual Meeting, the holders of a majority of the issued and outstanding shares of the applicable voting group entitled to vote as of the Record Date must be present, in person or by proxy.
Who is the President and CEO of Dynatronics Corporation?
Brian Baker is the President and Chief Executive Officer of Dynatronics Corporation. He signed the letter to shareholders inviting them to the Annual Meeting on December 11, 2025.
Industry Context
Dynatronics Corporation operates in the medical device industry, specifically focusing on orthopedic surgical products. The industry is characterized by innovation, regulatory oversight from bodies like the FDA, and competition from both large, established players and smaller, specialized companies. Trends include a growing demand for minimally invasive surgical techniques and advancements in implant technology.
Regulatory Implications
As a medical device company, Dynatronics is subject to stringent regulations by the FDA and other health authorities globally. Compliance with quality system regulations, pre-market approval processes, and post-market surveillance is critical. Any failure to comply can result in product recalls, fines, and reputational damage, impacting financial performance and investor confidence.
What Investors Should Do
- Review the proxy materials carefully before the December 11, 2025 Annual Meeting.
- Vote 'FOR' the election of the three director nominees.
- Vote 'FOR' the ratification of Tanner LLC as the independent registered public accounting firm for fiscal year 2026.
- Vote 'FOR' the advisory resolution to approve the compensation of Named Executive Officers.
- Vote 'FOR' holding the advisory vote on executive compensation every three years.
Key Dates
- 2025-12-11: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor ratification, and executive compensation proposals.
- 2025-10-10: Record Date — Establishes the shareholders eligible to vote at the Annual Meeting.
- 2025-10-28: Notice of Internet Availability of Proxy Materials mailed — Initiates the proxy material distribution process, allowing shareholders to access information online.
- 2025-06-30: Fiscal Year End — Marks the end of the fiscal year for which financial information, including auditor ratification, is relevant.
Glossary
- DEF 14A
- A proxy statement filed with the SEC by companies to solicit shareholder votes for annual meetings. (This document contains the information shareholders need to make informed voting decisions on company matters.)
- Notice and Access
- A method of distributing proxy materials primarily over the Internet, reducing printing and mailing costs. (Dynatronics is using this method to provide proxy materials, indicating a focus on cost efficiency.)
- Voting Cutback
- A limitation applied to the voting power of preferred shares, potentially reducing their as-converted voting power. (This limitation affects the total voting power calculation for the Annual Meeting, impacting the influence of preferred shareholders.)
- Named Executive Officers (NEOs)
- The top executive officers of a company whose compensation is disclosed in proxy statements. (Shareholders are being asked to vote on the compensation of these individuals.)
Year-Over-Year Comparison
This filing pertains to the 2025 Annual Meeting, with proxy materials made available around October 28, 2025. Specific comparative financial data against the previous year's filing (likely for the 2024 meeting) is not detailed within this excerpt. However, the context of the meeting indicates a focus on governance, director elections, and executive compensation, suggesting continuity in these areas unless significant changes are outlined in the full report.
Filing Stats: 4,840 words · 19 min read · ~16 pages · Grade level 14.3 · Accepted 2025-10-28 10:04:10
Key Financial Figures
- $2.50 — tock, divided by (y) the greater of (i) $2.50 and (ii) the market price of the common
Filing Documents
- formdef14a.htm (DEF 14A) — 460KB
- formdef14axz001.jpg (GRAPHIC) — 4KB
- formdef14axz002.jpg (GRAPHIC) — 30KB
- formdef14axz003.jpg (GRAPHIC) — 30KB
- formdef14axz004.jpg (GRAPHIC) — 114KB
- formdef14axz005.jpg (GRAPHIC) — 90KB
- 0001062993-25-016322.txt ( ) — 1811KB
- dynt-20250630.xsd (EX-101.SCH) — 5KB
- dynt-20250630_def.xml (EX-101.DEF) — 3KB
- dynt-20250630_lab.xml (EX-101.LAB) — 6KB
- dynt-20250630_pre.xml (EX-101.PRE) — 3KB
- formdef14a_htm.xml (XML) — 163KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 17 Executive Officers 17 Our Compensation Objectives 18 2025 Summary Compensation Table 18 Outstanding Equity Awards at June 30, 2025 19 Employment Agreements 19 Payments upon Termination 20 Retirement Benefits 21 Pay Versus Performance 21 PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS 25 Vote Required 25 Recommendation of the Board 25 PROPOSAL NO. 4 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION 26 Vote Required 26 Recommendation of the Board 27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 27
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 27 Beneficial Ownership Table 27 Securities Authorized for Issuance Under Equity Compensation Plans 29 Delinquent Section 16(a) Reports 30 Certain Relationships and Related Transactions 30 SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF SHAREHOLDERS 31 HOUSEHOLDING OF PROXY MATERIALS 31 OTHER MATTERS 31 DYNATRONICS CORPORATION 1200 Trapp Road Eagan, Minnesota 55121 Telephone (801) 568-7000 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS December 11, 2025 The enclosed proxy is solicited on behalf of the Board of Directors (the " Board ") of Dynatronics Corporation, a Utah corporation (sometimes referred to as the " Company ," " we ," " us ," or " our "), for use at our 2025 Annual Meeting of Shareholders (the " Annual Meeting " or the " Meeting ") at 8:00 a.m. Central Time on December 11, 2025. The Annual Meeting will be held at our corporate headquarters, located at 1200 Trapp Road, Eagan, Minnesota 55121. IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS We have elected to provide access to the proxy materials for the Annual Meeting primarily over the Internet in accordance with the U.S. Securities and Exchange Commission's (" SEC ") "Notice and Access" rules. On or about October 28 , 2025, we will begin mailing a one-page Notice of Internet Availability of Proxy Materials (the " Notice ") to each of our shareholders entitled to notice of and to vote at the Annual Meeting. The Notice contains instructions for accessing this Proxy Statement, our Annual Report on Form 10-K for our fiscal year ended June 30, 2025 (" Annual Report ") and Annual Meeting voting instructions. The Notice also includes instructions on how you can receive a paper copy of your proxy materials by postal mail. This Proxy Statement and the Annual Report are available on the Internet at: www.proxyvote.com. References in this Proxy Statement to fiscal years refer to our