false 0000355019 0000355019 2024-05-20 2024-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 Act of 1934

 

Date of Report (Date of earliest event reported): May 20, 2024

 

 

 

FONAR CORPORATION

______________________________________________________

(Exact name of registrant as specified in its charter)

  

Delaware  0-10248  11-2464137
(State or other jurisdiction of incorporation)  (Commission File Number)  (I.R.S. Employer Identification No.)
       
   110 Marcus Drive, Melville, New York 11747
(631) 694-2929		   
   (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):

 

[ ] 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 symbol(s)  Name of each exchange on which registered
Common Stock, $.0001 par value  FONR  Nasdaq Stock Exchange

 

 

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

v3.24.1.1.u2
Cover
May 20, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 20, 2024
Entity File Number 0-10248
Entity Registrant Name FONAR CORPORATION
Entity Central Index Key 0000355019
Entity Tax Identification Number 11-2464137
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 110 Marcus Drive
Entity Address, City or Town Melville
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11747
City Area Code 631
Local Phone Number 694-2929
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $.0001 par value
Trading Symbol FONR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Fonar (NASDAQ:FONR)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Fonar Charts.
Fonar (NASDAQ:FONR)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Fonar Charts.