Fonar Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date
of Report (Date of earliest event reported):
______________________________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
( | ||||
(Address, including zip code, and telephone number of registrant's principal executive office) |
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act.
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
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). [ ]
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
The Annual Meeting of Stockholders of Fonar Corporation (the "Company") was held at 10:00 a.m. on May 20, 2024, at the Hilton Long Island Hotel, 598 Broadhollow Road, Melville, NY 11747. At the meeting, the items of business were (1) to elect five Directors to the Board of Directors, (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers, (3) to recommend, on an advisory basis, the frequency of the advisory vote on Executive Compensation, (4) to ratify the selection of Marcum LLP as the Company’s auditors for the fiscal year ending June 30, 2024, and (5) to transact such other business as may properly come before the meeting.
The stockholders elected Timothy R. Damadian, Claudette J. V. Chan, Ronald G. Lehman, Richard E. Turk and Jessica Maher, all of whom were sitting directors, as the directors of the Company. The stockholders approved the compensation of the named executive officers and recommended a frequency of one year for the advisory vote on Executive Compensation. The stockholders also ratified the selection of Marcum LLP as the Company’s auditors for the fiscal year ending June 30, 2024.
The votes for each of the nominees for director were as follows:
Nominee | For | Withheld | Broker Non-Votes | |||||||||
Timothy R. Damadian | 11,019,426 | 1,633,316 | 1,693,117 | |||||||||
Claudette J.V. Chan | 11,042,186 | 1,610,556 | 1,693,117 | |||||||||
Ronald G. Lehman | 10,807,781 | 1,844,961 | 1,693,117 | |||||||||
Richard E. Turk | 11,100,466 | 1,552,276 | 1,693,117 | |||||||||
Jessica Maher | 11,113,472 | 1,539,270 | 1,693,117 |
The votes to approve, on an advisory basis, executive compensation were as follows:
For | Against | Abstain | Broker Non-Votes | |||
12,479,556 | 138,599 | 34,587 | 1,693,117 |
The votes to recommend, on an advisory basis, whether the advisory stockholder vote to approve the compensation of the Company’s named executive officers be taken every year, every two years, or every three years.
Every Year | Every Two Years | Every Three Years | Votes Abstaining | Broker Non-Votes | ||||
12,037,394 | 32,251 | 537,751 | 45,146 | 1,693,117 |
The votes for the ratification of Marcum LLP as the Company's auditors for the fiscal year ending June 30, 2024 were as follows:
For | Against | Abstain | ||
14,259,575 | 76,798 | 9,486 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FONAR CORPORATION
(Registrant)
-------------------------------------------
By /s/ Timothy R. Damadian
Timothy R. Damadian
President and CEO
Dated: May 21, 2024