Dynatronics (DYNT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 11, 2025, at the company’s headquarters in Eagan, MN, with proxy materials primarily distributed electronically to conserve resources and reduce costs.

• Shareholders of record as of October 10, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The Board unanimously recommends voting in favor of all proposals and for a triennial (every three years) say-on-pay advisory vote.

Voting matters and shareholder proposals

• Four main proposals: election of three directors, ratification of Tanner LLC as independent auditor for FY2026, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and FOR a three-year frequency for say-on-pay votes.

• Shareholders may submit proposals for the 2026 annual meeting by June 30, 2026, to be included in proxy materials.

Board of directors and corporate governance

• Board consists of up to seven members: three Common Directors (elected by common shareholders) and up to three Preferred Directors (appointed by Series A Preferred holders).

• Current nominees: Brian Baker (CEO, not independent), Andrew Hulett, and Dr. Scott Ward (both independent).

• Preferred Directors: Erin S. Enright (Chairman) and David B. Holtz, both with extensive industry and financial experience.

• Majority of the Board and all committee members are independent under NASDAQ and SEC rules.

• Board leadership is separated between the CEO and Chairman roles.

• Board diversity matrix and commitment to diversity and inclusion disclosed.