Dynatronics Corporation, a Utah corporation (the “Company”),
held its Annual Meeting of Shareholders on December 16, 2016. The
date for determining eligibility to vote at the Annual Meeting
(the “Record Date”) was October 27, 2016. On the Record Date,
there were 2,882,272 shares of Company’s common stock
outstanding. In addition, holders of the Company’s Series A 8%
Convertible Preferred Stock (“Series A Preferred”) were
entitled to vote the equivalent of 1,246,130 shares of common
stock on an “as converted basis” as explained below, bringing
the total shares eligible to vote to 4,128,402. A total of
3,459,047 shares (approximately 84%) of the Company’s common
stock was represented at the meeting either by proxy or in
person. The holders of the Company’s Series A Preferred were
entitled to vote with the common stock on an as-converted basis,
one vote for each share of common stock issuable upon an assumed
conversion of the Series A Preferred; provided, however, that the
voting rights of the Series A Preferred were also subject to
limitations of a rule of The NASDAQ Stock Market known as the
“Voting Cutback.” The Voting Cutback limits the number of
“as-if-converted common shares” that may be voted by a Series A
Preferred shareholder to the number of shares of Common Stock
issuable upon conversion of the Series A Preferred held by such
holder that exceeds the quotient of (x) the aggregate purchase
price paid by such holder of Series A Preferred for its Series A
Preferred, divided by (y) the greater of (i) $2.50 and (ii) the
market price of the Common Stock on the trading day immediately
prior to the date of issuance of such holder’s Series A
Preferred shares. On the date immediately prior to the date of
issuance of the Series A Preferred, the trading price of the
Common Stock was $3.23 per share. Therefore, the maximum number
of shares eligible to be voted at the Annual Meeting by the
holders of the Series A Preferred on an as-converted basis was
1,246,130 shares.

In addition to the voting rights of the holders of the common
stock and the holders of the Series A Preferred outlined above as
to the proposals voted upon at the Annual Meeting, under Utah
law, the holders of the Series A Preferred have voting rights,
voting as a class, to approve an amendment to Company’s Articles
of Incorporation increasing the number of shares of preferred
stock the Company is authorized to issue. The voting rights of
the Series A Preferred when voting as a class only on Proposal
No. 5, as opposed to their vote on an as-converted basis as
described above when voting with the holders of the Common Stock
on this and the other proposals at the Annual Meeting, was not
subject to the Voting Cutback and was one vote for each share of
Series A Preferred held by such holder on the Record Date.

The following matters were submitted and voted upon at the Annual
Meeting:

1. Shareholders voted to elect three directors to hold office
until the next annual meeting of the Company’s shareholders or
until their respective successors have been elected or appointed
and qualified, as set forth below:

2. Shareholders voted to ratify on an advisory basis the
appointment of Tanner LLC as the Company’s independent
registered public accounting firm for the fiscal year ending June
30, 2017, as set forth below:

3. Shareholders voted to approve a non-binding advisory “say on
pay resolution” regarding the compensation paid to the
Company’s named executive officers, as set forth below:

		Number of		Number of
Number of		Shares		Shares		Broker Non-
Shares For		Against		Abstaining		Votes
3,065,252		392,242		1,549

		Number of		Number of
Number of		Common Shares		Common Shares		Broker Non-
Common Shares For		Against		Abstaining		Votes
2,124,115		306,335		1,537

Number of Series A Preferred Shares (Voting as a Class) For		Number of Series A Preferred Shares Against		Number of Series A Preferred Shares Abstaining		Broker Non- Votes
1,560,000		–		–