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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 19, 2025

 

 

 

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 19, 2025, at the Hilton Long Island Huntington Hotel, 598 Broadhollow Road, Melville, New York 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 ratify the selection of CohnReznick, LLP as the Company's auditors for the fiscal year ending June 30, 2025, and (4) to transact such other business as may properly come before the meeting.

 

The stockholders elected Timothy R. Damadian, M.D., 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 also approved the compensation of the named executive officers, and ratified the selection of CohnReznick LLP as the Company’s auditors for the fiscal year ending June 30, 2025.

  

The votes for each of the nominees for director were as follows:

 

Nominee  For  Withheld  Broker Non-Votes
Timothy R. Damadian   11,000,907    1,747,045    1,559,986 
Claudette J.V. Chan   11,029,558    1,718,394    1,559,986 
Ronald G. Lehman   10,857,652    1,890,300    1,559,986 
Richard E. Turk   11,096,309    1,651,643    1,559,986 
Jessica Maher   11,083,836    1,664,116    1,559,986 

 

 

The votes to approve, on an advisory basis, executive compensation were as follows:

 

For  Against  Abstain 

Broker Non-Votes

12,389,147  331,150  27,655  1,559,986

 

 

The votes for the ratification of CohnReznick LLP as the Company's auditors for the fiscal year ending June 30, 2025 were as follows:

  

For  Against  Abstain     Broker Non-Votes
14,084,984  83,704  139,250  

 

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 19, 2025