Form 8-K - Current report

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

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