Voting Rights

Only shareholders of record of Dynatronics Common Stock, and Dynatronics Series A Preferred Stock, and Series B Preferred Stock on the Record Date will be entitled to receive notice of, attend, and vote at the Annual Meeting. Each holder of record of Common Stock will be entitled to one vote for each share of Common Stock held on the Record Date. A holderHolders of record of shares of Series A Preferred votesStock and Series B Preferred Stock vote on an as-converted basis, one vote for each share of Common Stock issuable upon an assumed conversion of the Series A Preferred;preferred stock; provided, however, that the voting rights of some holders of the Series A Preferred arepreferred stock may be subject to limitations ofpursuant to a rule of The NASDAQ Stock Market ("NASDAQ"NASDAQ") knownreferred to as the "Voting Cutback."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 Preferredpreferred stock held by such holder that exceeds the quotient of (x) the aggregate purchase price paid by such holder of Series A Preferredpreferred stock for its Series A Preferred,preferred stock, 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 that may be voted at the Annual Meeting by the holders of the Series A Preferred on an as-converted basis is 1,246,130 shares.  On the Record Date, there were 2,882,272 shares of Common Stock outstanding.

The total number of shares of issued and outstanding Common Stock and(including as-converted Series A Preferred Stock and Series B Preferred Stock) as of the Record Date entitled to vote at the Annual Meeting is 4,128,402 shares.

Admission to Meeting

You are entitled to attend the Annual Meeting and vote on the proposals presented at the Annual Meeting if you were a shareholder of record or a beneficial owner of our Common Stock, or Series A Preferred Stock, or Series B Preferred Stock as of October 27, 2016,16, 2017, the Record Date, or you hold a valid legal proxy for the Annual Meeting. If you are a shareholder of record,attend the Annual Meeting, you may be asked to present valid picture identification, such as a driver's license or passport, for admission to the Annual Meeting.

Registration will begin at 2:30 p.m. Mountain Time on the date of the Annual Meeting. If you do not provide picture identification and comply with the other procedures outlined above, you may not be admitted to the Annual Meeting. We recommend that you arrive early to ensure that you are seated by the commencement of the Annual Meeting.

Quorum

A quorum is the minimum number of shares that must be present at the Annual Meeting to conduct business. The presence at the Annual Meeting, in person or by proxy, of the holders of at least 2,064,2013,904,464 shares of Common Stock (including the Series A Preferred Stock and Series B Preferred Stock on an as converted basis, subject, as the case may be, to the Voting Cutback) entitled to vote at the meeting will constitute a quorum. In general, shares of Common Stock represented by a properly signed and returned proxy cardProxy Card will be counted as shares present and entitled to vote at the meeting for purposes of determining a quorum. Abstentions will be counted as "represented" for the purpose of determining the presence or absence of a quorum, but will not be counted for any other purpose. Inasmuch as street name holderholders have discretionary voting rights with respect to Proposal No. 2, ratification of the selectionappointment of our independent registered public accounting firm, and Proposal No. 4, increasing the authorized number of shares of Common Stock, broker non-votes (as explained below) will also be counted as "represented" for the purpose of determining the presence or absence of a quorum for all purposes of the Annual Meeting.

Voting via the Internet, by Telephone or by Mail

Holders of shares of Dynatronics Common Stock whose shares are registered in their own name with Dynatronics' transfer agent, Interwest, Transfer Company, are record holders. As an alternative to voting in person at the Annual Meeting, record holders may vote via the Internet, by telephone or for those shareholders who receive a paper proxy card in the mail, by mailing a completed proxy card.Proxy Card.

For those record holders who request a paper proxy card, instructionsInstructions for voting via the Internet, telephone or by mail are set forth on the proxy card.Proxy Card. If you are a shareholder who elects to vote by mail, you should sign and mail the proxy cardProxy Card in the addressed, postage paid envelope that was enclosed with the proxy materials, and your shares will be voted at the Annual Meeting in the manner you direct. In the event that you return a signed proxy cardProxy Card on which no directions are specified, your shares will be voted FOR each of the nominees of the Board of Directors (Proposal No. 1),; FOR the ratification of the appointment of Tanner LLC as Dynatronics' independent registered public accounting firm for the fiscal year ended June 30, 20172018 (Proposal No. 2), FOR adoption of the resolution approving the compensation paid to our executive officers or the "say on pay resolution" (Proposal No. 3); FOR approval of the amendment toissuance of shares of our Articlescommon stock (or securities convertible into or exercisable for common stock) representing more than 19.99% of Incorporation increasing the authorized amountoutstanding common stock or voting power of common sharesthe Company in connection with the acquisition of Bird & Cronin, Inc. ("Bird & Cronin") as described in this Proxy Statement (Proposal No. 4); and FOR the approval of the amendment to our Articles of Incorporation increasing the authorized amount of preferred shares (Proposal No. 5)3); and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

Dynatronics shareholders whose shares are not registered in their own name with Interwest are beneficial holders of shares held in street name. Such shares may be held in an account at a bank or at a brokerage firm (your record holder). As the beneficial holder, you have the right to direct your record holder on how to vote your shares, and you will receive instructions from your record holder that must be followed in order for your record holder to vote your shares per your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions via the Internet or by telephone. If Internet or telephone voting is unavailable from your record holder you may request a voter instruction card.  Shares held beneficially in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from your record holder giving you the right to vote such shares in person at the Annual Meeting.

Revocation of Proxies

You may revoke or change a previously delivered proxy at any time before the Annual Meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to our Corporate Secretary at the Company's principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the Annual Meeting if you obtain a legal proxy as described under "Admission to Meeting" above.

In the election of directors, a nominee who receives a plurality of the votes cast at the Annual Meeting will be elected as a director. The "plurality" standard means the three nominees who receive the largest number of "FOR" votes (also known as a "plurality" of the votes) will be elected. The number of shares not voted for the election of a nominee are not counted and will not affect the determination of whether that nominee has received the necessary votes for election under Utah law. Votes that are withheld will not be included in the vote tally for the election of directors. Shareholders may not cumulate votes in the election of directors.

If a quorum is present, each of the other proposals will be approved if the votes cast for the proposal exceed the votes cast against it.

Voting of Proxies

Your shares will be voted as you direct on your proxy card.Proxy Card. If you do not specify on your proxy cardProxy Card how you want to vote your shares, we will vote signed returned proxies FOR each nominee for director, FOR Proposal No. 2, FOR Proposal No. 3, FOR Proposal No. 4, and FOR Proposal No. 5.3. We do not know of any other business that may be presented at the meeting. If a proposal other than those listed in the Notice is presented at the Annual Meeting, your proxy authorizes the persons named in the proxy to vote your shares on such matters in their discretion.

Broker Non-votes

A broker non-vote occurs when a bank, broker or other holder of record holding shares for a beneficial owner submits a proxy for the Annual Meeting but does not vote on a particular proposal, except for Proposal No. 2, and Proposal No. 4, because that broker or other holder of record does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Brokers do not have authority to vote on matters considered to be non-routine unless they have received instructions from the beneficial owners of the shares. If the broker returns a valid proxy without marking a vote or abstaining, the shares represented by the proxy will be counted in determining whether a quorum is present.

Counting the Votes

Votes will be tabulated through a vendor selected by the Company to establish the platform for Internet voting. Proxy Cards and other evidences of voting are to be reviewed by an independent inspector of election, retained by the Company for the Annual Meeting, for compliance with instructions adopted by our Board for voting in the context of that meeting. Separate counts of "FOR," "AGAINST" and "ABSTAIN" on votes on any proposalsproposal are to be made along with separate counts of broker non-votes. Abstentions will be counted for the purpose of determining whether a quorum is present, but will not be counted towards an affirmative vote total for and will have the effect of a vote against a proposal at our Annual Meeting. Broker non-votes will be counted for the purpose of determining whether a quorum is present, but will otherwise be excluded from the tallies.

Voting results will be announced at our Annual Meeting. Also, the results will be included in our current report on Form 8-K filed with the SECUnited States Securities & Exchange Commission ("Commission") subsequent to the Annual Meeting. Furthermore, we will post the results on our website at www.dynatronics.com. After the Form 8-K is filed, you may obtain a copy by visiting our website.

We are soliciting proxies from our shareholders for use by our Board of Directors at our Annual Meeting. WeThe Company will pay the cost of solicitation of proxies from our shareholders, including preparation, assembly, printing and mailing of this Proxy Statement and the proxy cards.Proxy Cards. Solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our Common Stock beneficially owned by others. We may reimburse persons representing beneficial owners of our Common Stock for their costs of providing solicitation materials to beneficial owners. In addition to solicitation by use of the mail, proxies may be solicited by our management (including our Board of Directors, officers and employees), in person or by telephone, electronic mail, or other means of communication. No additional compensation for soliciting proxies will be paid to Company management or employees for such services.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors currently has six directors. Three of the directors are standing for re-election at the Annual Meeting. The names of persons who arethe nominees for director and their current positions and offices with Dynatronics are set forth in the table below. The proxy holders intend to vote all proxies received by them for"FOR" the nominees listed below unless otherwise instructed. Each of the nominees has been nominated for election by the Board of Directors upon recommendation by the Nominating and Governance Committee of the Board of Directors ("Nominating Committee") and each has indicated his intention to stand for election.

Business Experience and Qualifications of Nominees

EXECUTIVE OFFICERS, CORPORATE GOVERNANCE OF THE COMPANY

Directors and Executive Officers

AsThe remaining three members of the Record Date, our Board consisted of six director positions.  Three of these positions directors will stand for re-election at the Annual Meeting.  The other three are "Preferred Directors," as discussed below. Except for the Preferred Directors, a director on our board isdirectors are elected at an annual meeting of shareholders and serves until the earlier of his or her resignation or removal, or his or her successor is elected and qualified.  Our executive officers generally are appointed at our Board's meeting immediately preceding each annual meeting of shareholders and serve atuntil the discretionearlier of the Board.resignation or removal, or until their successors are elected and qualified. Information about our directors who willnominees for director to be voted upon at the Annual Meeting is contained inabove. Attendance at the Proxy Statement above.Annual Meeting is encouraged, but not required of our directors, given travel and other commitments. None of our directors attended the 2016 Annual Meeting of Shareholders. Additional information about our other directors and executive officers follows.

Preferred Directors

Under the terms of our Series A Preferred,Bylaws, our Board can include up to seven members,members. The Certificate of Designations, Preferences and Rights of the Series A Preferred Stock grants to the holders of the Series A Preferred have the rightStock certain rights ("Director Rights"Rights") to appoint up to three members of the Board (the Preferred Directors) for as long as the original preferredSeries A Preferred Stock investors own or would beneficially own at least 28.6% of Dynatronics' Common Stock either directly or indirectly (the "Director"Director Rights Period"Period"), but excluding any shares of Common Stock issuable upon the exercise of the warrants held by such investors (the "Threshold"Threshold Ownership Percentage"Percentage"). In compliance with NASDAQ Rule 5640, the number of Preferred Directors shallis to be reduced pro rata with any reduction in ownership by the preferred investors below the Threshold Ownership Percentage, so that the number of Preferred Directors is approximately equal to the preferred investors' direct or indirect ownership of Dynatronics Common Stock. The Director Rights may be exercised at the discretion of certain affiliates of Prettybrook Partners, LLC, a private investment firm (collectively, "Prettybrook""Prettybrook") for as long as Prettybrook owns at least fifty percent (50%)50% of the outstanding Series A Preferred.Preferred Stock.

In accordance with the terms set forth above, the preferred investorsholders of the Series A Preferred Stock have previously appointed to our Board of Directors, Erin S. Enright, David B. Holtz and Brian M. Larkin to the Board as Preferred Directors.

Erin S. Enright. Ms. Enright, 55,56, is a Managing Member of Prettybrook Partners, LLC, a private investment firm, and a general partner and member of the Board of Tigerlabs, a Princeton-based business accelerator. She was the President of Lee Medical, a medical device manufacturer based in Plainsboro, New Jersey, from 2004-13. She served on the Board of Directors and the Audit Committee of Biolase, Inc. (NASDAQ: BIOL) during 2013, and from 2010 to 2015 served on the Board of Directors of Ceelite Technologies, LLC. She served aswas Chief Financial Officer of InfuSystem, Inc. from 2005 to 2007. From 1993 to 2003, Ms. Enright was with Citigroup, most recently as a Managing Director in its Equity Capital Markets group. While at Citigroup, Ms. Enright was Chairperson of the firm's Institutional Investors' Committee, responsible for screening and approving the firm's participation in equity underwritings and a member of the Citigroup Global Equity Commitment Committee, responsible for reviewing and approving the firm's underwritings. From 1989 until 1993, Ms. Enright was an attorney with Wachtell, Lipton, Rosen & Katz in the firm's New York office. Ms. Enright received her A.B. from the Woodrow Wilson School of Public and International Affairs at Princeton University and a J.D. from the University of Chicago Law School.

David B. Holtz. Mr. Holtz, 50,51, has been a principal of Provco Group Ltd., a preferred shareholder of Dynatronics, since 2012. He serves as part of Provco's executive management group responsible for managing investment portfolios and the accounting function. From 2011 to 2012, Mr. Holtz served aswas executive manager of Grey Street Holdings, a property investment holding company. From 2008 to 2010, he served as CFOChief Financial Officer and then Interim President of Nucryst Pharmaceuticals Corp. From 1993 to 2006, Mr. Holtz worked at Integra LifeSciences in various capacities including Vice President, Finance and Treasurer, and Senior Vice President, Finance and Treasurer. Before joining Integra, Mr. Holtz was an associate with Coopers & Lybrand, L.L.P. in Philadelphia and Cono Leasing Corporation, a private leasing company. He received a BS degree in Business Administration from Susquehanna University and was a certified public accountant in Pennsylvania until 1998.

Brian M. Larkin. Mr. Larkin, 47,48, currently serves as the Vice President and General Manager of the Diabetes Care business at Becton Dickinson, where he has been theworked since May 2017. From May 2015 to May 2017, he served as Senior Vice President and General Manager for the LifeCell Regenerative Medicine business at Acelity L.P., Inc since May 2015.Inc. Prior to joining Acelity, Mr. Larkin was Corporate Vice President of Integra Lifesciences Holdings Corporation, where he served as President of the Global Spine and Orthobiologics businesses, and Head of Strategic Development of Integra.Development. His responsibilities included executive oversight and leadership of Integra's worldwide Spine and Orthobiologics businesses, in addition to executive oversight of several of Integra's corporate functions, including corporate marketing and strategic planning. Mr. Larkin joined Integra in January 2000, as a Regional Sales Manager. He was promoted to National Sales Manager in 2003, Vice President, North American Sales in 2005, and President of Integra's Neurosurgery business in 2007. In 2010, he was appointed President, Global Spine & Orthobiologics, and Head of Strategic Development. Mr. Larkin has over 25 years of sales, marketing, and executive management experience in the medical technology industry. Prior to joining Integra, he was the National Sales Manager for Connell Neurosurgical. Mr. Larkin received a B.S. degree in Chemistry from the University of Richmond and completed the Advanced Management Program at Harvard Business School.

Independence

Upon recommendation of the Nominating and Governance Committee, the Board of Directors has affirmatively determined that each member of the Board of Directors,all directors other than Mr. Cullimore isare independent under the criteria established by NASDAQ for director independence. All members of the Company's Audit, Compensation, and Nominating and Governance committees are independent directors. In addition, the Board of Directors has determined that the members of the Compensation Committee meet the additional independence criteria required under NASDAQ Listing Rule 5605(a)(2) and that each member of the Audit Committee:Committee of the Board of Directors ("Audit Committee"): (i) is independent, (ii) meets the financial literacy requirements of the NASDAQ Rules, and (iii) meets the enhanced independence standards under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act""Exchange Act").

Board Committees

Our Board of Directors has three standing committees: the Compensation Committee, the Audit Committee and the Nominating and Governance Committee.

The Compensation Committee of the Board of Directors ("Compensation Committee") is responsible for reviewing and approving, where required, the compensation, as well as evaluating the performance, of our principal executive officer and other executive officers, and advising and assisting management in developing our overall compensation strategy to assure that it promotes shareholder interests, supports our strategic and tactical objectives, and provides for appropriate rewards and incentives for our management and employees. Each member of the Compensation Committee is an "independent director" as defined by the federal securities laws and in Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock Market. The Compensation Committee is empowered to advise management and make recommendations to the Board of Directors with respect to the compensation and other employment benefits of executive officers and key employees of the Company. In exercising its responsibilities, the Compensation Committee establishes and monitors policies governing the compensation of executive officers, reviews the performance of and determines salaries and incentive compensation for executive officers, and makes option or other equity-based awards to those individuals. Additionally, the Compensation Committee administers our stock plans and reviews and approves the structure of our bonus plans. The Compensation Committee has a written charter, a copy of which is available on our corporate Web site, www.dynatronics.com, under "Company Information, Investor Relations,"Investors, Corporate Governance, Governance Documents." A copy of this charter is included with this Proxy Statement as Attachment A.

The Compensation Committee meets, as often as it deems necessary, without the presence of any executive officer whose compensation it is then approving. Neither the Compensation Committee nor the Company Policies."

The Audit Committee, which has been established in accordance with requirements of Section 3(a)(58)(A) of the Exchange Act, is comprised of the following independent directors: David B. Holtz (Chair), Erin S. Enright, and Scott A. Klosterman. Mr. Holtz and Mr. Klosterman were appointed to the committee in February 2016. The NASDAQ corporate governance listing standards require that at least one member of our Audit Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or comparable experience or background which results in the individual's "financial sophistication." This financial sophistication may derive from the person being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Our Board believes that Ms. Enright and Messrs. Holtz and Klosterman, are audit committee financial experts ("Audit Committee Financial Experts"Experts") and also meet the NASDAQ requirements for financial sophistication. Our Board further believes that each of them is an independent director as the term is defined in the NASDAQ Stock Market corporate listing standards (to which the Company is subject), i.e., an individual other than one of our executive officers or employees or any other individual having a relationship which in the opinion of our Board would interfere in carrying out the responsibilities of a director.

The Audit Committee is concerned primarily with the integrity of our financial statements, the independence, qualifications and performance of our independent registered public accounting firm, and our compliance with legal requirements. The Audit Committee operates under a written charter approved by the Board of Directors and the Audit Committee that reflects standards and requirements adopted by the SECCommission and NASDAQ. The Audit Committee Charter canwas filed with the Commission as an exhibit to our proxy statement filed October 31, 2001, and as amended is included with this Proxy Statement as Attachment B, to be foundposted on our website, www.dynatronics.com, under "Company Information,"Investors, Investor Relations, Company Policies.Corporate Governance, Governance Documents." The Audit Committee held fourfive meetings during fiscal year 2016.2017. Each member of the Audit Committee attended at least 75% of the Audit Committee's meetings.

As indicated in its charter, the Audit Committee's duties include selecting and engaging our independent registered public accounting firm; reviewing the scope of the audit to be conducted by our independent registered public accounting firm; overseeing our independent registered public accounting firm and reviewing the results of its audit; reviewing our financial reporting processes, including the accounting principles and practices followed and the financial information provided to shareholders and others; overseeing our internal controlcontrols over financial reporting and disclosure controls and procedures; and serving as our legal compliance committee.

The Nominating and Governance Committee is responsible for overseeing, reviewing and making periodic recommendations concerning Dynatronics' corporate governance policies, and for recommending to the full Board of Directors candidates for election to the Board of Directors. The committee is comprised of the following directors: Erin S. Enright (Chair), David B. Holtz, Brian M. Larkin and Scott A. Klosterman. All members wereMr. Larkin was appointed to the committeethis Committee in February 2016.March 2017. Each member of this committee is an independent director under applicable NASDAQ listing standards. The Nominating Committee members individually discussed Committee topics during the year. All members were present and participated in the Board meetings on October 31, 2016, March 6, 2017 and June 9, 2017. At these meetings, Committee members discussed and reported to the Board on a new initiative during fiscal year 2017 to conduct Board and executive management reviews (October 2016), the format for the Board reviews to be conducted during the fiscal fourth quarter of fiscal year 2017, and a plan to conduct executive management reviews during either fiscal fourth quarter 2017 or the fiscal first quarter 2018 (March 2017), and a summary of the Board review results and policy for Form 4 filings (June 2017). Action taken by the Committee is memorialized in minutes of the full Board.

Nominees for the Board of Directors should be committed to enhancing long-term shareholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity. The Board of Directors is composed of a diverse group of leaders in their respective fields. The Board of Directors encourages selection of directors who will contribute to Dynatronics' corporate governance, including: responsibility to its shareholders, technology leadership, effective execution, high customer satisfaction and superior employee working environment. The Nominating and Governance Committee from time to time reviews the appropriate skills and characteristics required of boardBoard members, including factors that it seeks in boardBoard members such as diversity of business experience, viewpoints and personal background, and diversity of skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board of Directors. In evaluating potential candidates for the Board of Directors, the Nominating and Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. The brief biographical description of each nominee set forth in the "Business Experience and Qualifications of Nominees" above includes the primary individual experience, qualifications, attributes and skills of each of our directors nominated for election at this Annual Meeting that led to the conclusion that each director should serve as a member of the Board of Directors at this time.

Shareholders may recommend a director nominee to Dynatronics' Nominating and Governance Committee. In recommending candidates for election to the Board of Directors, the Nominating and Governance Committee considers nominees recommended by directors, officers, employees, shareholders and others, using the same criteria to evaluate all candidates. The Nominating and Governance Committee reviews each candidate's qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board of Directors. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Governance Committee would recommend the candidate for consideration by the full Board of Directors. The Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

To recommend a prospective nominee for the Nominating and Governance Committee's consideration, submit the candidate's name and qualifications to Dynatronics' SecretaryDynatronics in writing to the following address: Dynatronics Corporation, Attn: Jim Ogilvie, DirectorVice President of Business Development, 7030 Park Centre Drive, Cottonwood Heights, Utah 84121. When submitting candidates for nomination to be elected at Dynatronics' annual meeting of shareholders, shareholders must also follow the notice procedures and provide the information required by Dynatronics' bylaws. In particular, for the Nominating and Governance Committee to consider a candidate recommended by a shareholder for nomination at the 20172018 Annual Meeting of Shareholders, the recommendation must be delivered or mailed to and received by Dynatronics' Corporate Secretarythe Company as indicated above between July 2, 20172018 and August 1, 20172018 (or, if the 2017 annual meeting2018 Annual Meeting is not held within 30 calendar days of the anniversary of the date of the 20162017 Annual Meeting, within 10 calendar days after Dynatronics' public announcement of the date of the 2017 annual meeting)2018 Annual Meeting). The recommendation must include the same information as is specified in Dynatronics' bylaws for shareholder nominees to be considered at an annual meeting, including the following:

Meetings of the Board of Directors

There were sixfive meetings of the Board of Directors held during fiscal year 2016.2017. No director attended fewer than 75% of these meetings.

Executive Sessions of Independent Directors

During the year ended June 30, 2016,2017, the independent directors did not meetmet four times in executive session.

Board Leadership Structure and Role in Risk Oversight

Kelvyn H. Cullimore, Jr. serves as the Chairman of our Board of Directors and as our Chief Executive Officer. We do not have a formal policy with respect to separation of the offices of chairman of the board and chief executive officer, and the Board of Directors believes that flexibility in appointing the Chairman and Chief Executive Officer allows the Board of Directors to make a determination as to such positions from time to time and in a manner that it believes is in the best interest of the Company and its shareholders.

The Board of Directors believes that the traditional practice of combining the roles of Chairman of the Board and Chief Executive Officer currently provides the preferred form of leadership for the Company. Given Mr. Cullimore's long tenure and vast experience with the Company and our industry, the tremendous respect which he has earned from employees, business partners and shareholders, as well as other members of the medical device manufacturers industry, and his proven leadership skills, the Board of Directors believes the best interests of our shareholders are met by Mr. Cullimore's continued service in both capacities. The Board of Directors also believes that Mr. Cullimore's performance of both responsibilities encourages clear accountability and effective decision-making, and provides strong leadership for our employees and other stakeholders.

Given the experience and qualifications our directors contribute to the Board's activities, we have implemented a number of practices designed to encourage effective corporate governance. These practices include:

Communications with the Board of Directors

Shareholders may communicate directly with our Board of Directors by writing to them at Board"Board of Directors, c/o Jim Ogilvie, DirectorVice President of Business Development, Dynatronics Corporation, 7030 Park Centre Drive, Cottonwood Heights, Utah 84121." All communications received in this manner will be opened for the sole purpose of determining whether the contents represent a message to our directors, after which they will be forwarded to the director or directors to whom addressed, except for communications that are (1) advertisements, promotions of a product or service, patently offensive material or matters deemed inappropriate for the Board of Directors, (2) solely related to complaints with respect to ordinary course of business, customer service and satisfaction issues, or (3) clearly unrelated to our business, industry, management, Board of Directors, or related committee matters.

Code of Conduct and Ethics

We have established a Code of Business Ethics that applies to our officers, directors and employees. The Code of Business Ethics contains general guidelines for conducting our business consistent with the highest standards of business ethics, and is intended to qualify as a "code of ethics" within the meaning of the Exchange Act and as a "code of business conduct and ethics" within the meaning of the NASDAQ Rules.

All of our directors, officers and employees must act in accordance with our Code of Business Ethics. Employees and directors are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Business Conduct and Ethics. In addition, our Audit Committee has established procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

As of January 1, 2016,During fiscal year 2017, each non-employee director was givenpaid annual equity compensation having a fair value of $15,000, plus $2,000 for service on the Audit Committee, $1,000 for service on the Compensation Committee and $1,000 for service on the Nominating and Governance Committee. Committee chairs arewere paid $1,000 for service as chair. No additional compensation iswas paid to members of the Board of Directors who arewere also employed by the Company as executive officers for their service as directors.

Director Compensation Fiscal Year 20162017 ⁽¹⁾

Fiscal 2017Year 2018 Director Compensation

In fiscal year 2017,2018, each non-employee director will be givenpaid an annual cash retainer of $15,000 and equity compensation having a fair valueunder our 2015 Equity Incentive Award Plan consisting of $15,000, plus $2,000 for service on the Audit Committee, $1,000 for service on the Compensation Committee and $1,000 for service on the Nominating and Governance Committee.10,000 shares of Common Stock. Committee chairs will receive $1,000an additional cash payment of $10,000 for service as chair.  There have been no other significant changes to the termschairs of the compensation for non-employee directors.respective Board committees.

None of the directors or executive officers is related to any other director or executive officer of the Company by blood, marriage or adoption.

EXECUTIVE OFFICERS

The following table sets forth information concerning our executive officers as of the date of this Proxy Statement. Similar information regarding Mr. Cullimore, who is also a member of our Board of Directors, may be found on page 5, above.

Bryan D. Alsop was appointednamed Vice President of Information TechnologySystems in 2016. From July 2011.  He2011, he served as Vice President of Information Technology. He was a consultant to Dynatronics in early 2009 and joined the Company later that year as the directorDirector of information technology.Information Technology. From 2000 to 2008, Mr. Alsop was director of information technology at Bear River Mutual Insurance, where he was responsible for all aspects of the IT department as a member of the executive management team. Previously, he worked for such companies as Aetna Healthcare, McKesson, ITT Defense, Evans & Sutherland, and Sony Pictures Entertainment. He received his Bachelor of ArtsScience degree in Computer Science in 1991 from California State University –- Northridge.

T. Jeff Gephart was appointed Senior Vice President of Sales in March 2016. Mr. Gephart spent almost a decade as Vice President of Sales for Chattanooga Group, the Company's largest competitor, managing their extensive sales network. Subsequently, he worked as Director of Sales and Marketing in the US market for Zimmer MedizinSystems, a German manufacturer of rehabilitation products and, most recently, as Director of Sales and Marketing for Gebauer Corporation, where he supervised sales, marketing and customer service for their worldwide operations.

Douglas G. Sampson was appointed Vice President of Research & Development, Quality and Regulatory in March 2017, and was Vice President of Production and Research and Development infrom September 2009.2009 to 2017. Prior to joining Dynatronics, Mr. Sampson worked for Philips for 29 years. His positions included executive and management responsibilities in various Philips subsidiaries in Asia and the United States. From 2002 to 2007, he was Country Manager and Managing Director of NXP Semiconductor, Philips Semiconductor Thailand, where he was primarily responsible for all aspects of the manufacturing and sales operations of that subsidiary. Most recently, from 2007 to 2008, he served as Vice President of Outsourced Manufacturing for Fairchild Semiconductors in Singapore. Mr. Sampson earned a Master of Business Administration degree from the University of New Mexico, Anderson School of Management. He also holds a Bachelor of Science degree in electronics engineering technology from Brigham Young University, and an Associate's Degree in electronics engineering technology from Brigham Young University Idaho (formerly Ricks College).

Effective May 1, 2015, we entered into an employment agreement with Kelvyn H. Cullimore, Jr., our Chairman, President and CEO.Chief Executive Officer. The agreement was approved by the Compensation Committee.Committee of the Board. The compensation package underlying this agreement includes (i)includes: (1) a base salary of $200,000 per year, (ii)year; (2) an automobile allowance,(iii)allowance; (3) a discretionary annual bonus (as determined by the Compensation Committee), (iv); (4) restricted stock awards and/or stock options granted under our equity compensation plan, as amended and restated,restated; and (v)(5) other welfare and employee benefits that are standard in such agreements, including, by way of example, life and disability insurance, health insurance, and paid vacation. The agreement also contains a provision granting Mr. Cullimore a single lump-sum cash payment of $500,000 within 30 days following a change of control event occurring after May 1, 2015. The agreement defines a "change of control" as an event in which:

Notwithstanding the foregoing, a change of control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Common Stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions, and a change of control shall not occur for purposes of the agreement as a result of any primary or secondary offering of Company Common Stock to the general public through a registration statement filed with the SEC.Commission.

In addition, notwithstanding the foregoing, to the extent that any payment under the agreement is payable solely upon or following the occurrence of a change of control and such payment is treated as "deferred compensation" for purposes of §409A§409A of the Internal Revenue Code, no event that would not qualify as a "change in the ownership of the Company," a "change in the effective control of the Company," or a "change in the ownership of a substantial portion of the assets of the Company" as such terms are defined in §1.409A-3(i)§1.409A-3(i)(5) of the Treasury Regulations, shall be treated as a change of control under the agreement.

If a change of control occurs, Mr. Cullimore's stock options, stock awards, warrants and other similar rights granted to him prior to termination will immediately and entirely vest and will be immediately delivered to him without restriction or limitation of any kind (except for normal transfer restrictions required by law). In the event of termination prior to the expiration of the term of the agreement, we are also obligated to pay Mr. Cullimore a separation payment equal to twelve (12)12 months' salary.

The agreement also provides that upon termination of employment we will transfer to Mr. Cullimore title, free and clear of all encumbrances, to either the Company-owned vehicle used by him at the time of termination, or a vehicle of substantially similar market value.

401(k) Plans

We have a 401(k) plan.  EmployeesDynatronics Plan. Under the Dynatronics plan, employees who are 20 years of age or older and have completed at least six monthsone month of service with usDynatronics are eligible to participate in the 401(k) plan.participate. Eligible employees may contribute to our 401(k) retirement planthe Dynatronics Plan in the form of salary deferrals of up to $18,000, the maximum allowable for calendar year 2016.2017. Eligible employees who are over 50 years old may contribute an additional $6,000 in catchup contributions during calendar year 2016.2017. We match annual employee contributions at 25% of employee contributions, up to a maximum of $500$500 per employee per year.

Section 162(m) Treatment Regarding Performance-Based Equity Awards

Under Section 162(m) of the Internal Revenue Code, a public company is generally denied deductions for compensation paid to its chief executive officer and the next four most highly compensated executive officers to the extent the compensation for any such individual exceeds $1,000,000 for the taxable year. Our executive compensation programs are designed to preserve the deductibility of compensation payable to executive officers, although deductibility is just one among a number of factors considered in determining appropriate levels or types of compensation.

The following table summarizes the outstanding equity awards held by our Named Executive Officers as of June 30, 2016:2017:

The following table sets forth information, as of October 27, 201616, 2017 (the "Table Date"), except as indicated in the footnotes below, for the following: (1) each person whom we know beneficially owns more than 5% of our Common Stock; (2) each of our directors and director nominees; (3) each of our Named Executive Officers; and (4) all of our executive officers and directors as a group. As of the Table Date, 2,882,2724,823,694 shares of Common Stock were issued and outstanding. Unless otherwise indicated, the address of each beneficial owner listed in the table is c/o Dynatronics Corporation, 7030 Park Centre Drive, Cottonwood Heights, Utah 84121.

We have determined beneficial ownership in accordance with the rules of the SEC.Commission. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws. In computing the number of shares beneficially owned by each person or group as of the Table Date, we included shares of Common Stock that such person or group had the right to acquire on or within 60 days after the Table Date, including, but not limited to, shares issuable upon the exercise of options or warrants, conversion of preferred stock, or the vesting of restricted share awards that would vest or could settle on or within 60 days after the Table Date. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than one percent is denoted with an asterisk (*).

Principal Shareholders, Security Ownership of Holders of More than 5% of Voting Securities

Security Ownership of Management and Directors

Equity Compensation Plans

As of June 30, 2016,2017, we had equity awards outstanding under two plans: the 2005 Dynatronics Equity Incentive Award Plan ("2005 Plan"Plan") and the 2015 Dynatronics Equity Incentive Award Plan ("2015 Plan"Plan"). The 2015 Plan was approved by our shareholders on June 29, 2015. Outstanding awards under these plans expire (if not exercised) on the expiration date indicated in the respective awards, or, if no expiration date is indicated in such award, on the tenth anniversary of the grant date of the award. Nonqualified and incentive stock options and other awards have been granted to our employees, officers, directors and consultants under this plan.these plans. The Compensation Committee administers these plans.

As of June 30, 2016,2017, options for the purchase of 63,94074,473 shares of Common Stock were exercisable and a total of 121,557166,990 shares are subject to options outstanding under the 2005 Plan and 2015 Plan. As of June 30, 2016,2017, a total of 405,404 299,549 shares were available for issuance through options or awards yet to be granted under the 2015 Plan. The following table sets forth information as of June 30, 20162017 about our stock option plans and our non-plan options under which our equity securities are authorized for issuance.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

We have adopted a policy that any transactions with directors, executive officers or entities of which they are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of our Board of Directors. Our bylaws provide that no such transactions by us shall be either void or voidable solely because of such relationship or interest of directors or officers or solely because such directors are present at the meeting of our Board of Directors or a committee thereof which approves such transactions, or solely because their votes are counted for such purpose if:

In addition, interested directors may be counted in determining the presence of a quorum at a meeting of our Board of Directors or a committee thereof that approves such transactions. If there are no disinterested directors, we shall obtain a majority vote of the shareholders approving the transaction.

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Board of Directors is asking the shareholders to ratify the Audit Committee's appointment of Tanner LLC ("Tanner"Tanner") as Dynatronics' independent registered public accounting firm for the fiscal year ending June 30, 2017.2018. While ratification of the selection of auditors by the shareholders is not required and is not binding upon the Audit Committee or the Company, in the event of a negative vote on such ratification, the Audit Committee might choose to reconsider its selection. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in Dynatronics' and its shareholders' best interests.

The Audit Committee is directly responsible for the appointment, determination of the compensation for, and retention and oversight of the work of the independent registered public accounting firm retained to audit Dynatronics' consolidated financial statements. The Audit Committee has appointed Tanner as our independent registered public accounting firm for fiscal 20172018 and is responsible for pre-approving all audit and permissible non-audit services to be provided byTanner.by Tanner.

On October 24, 2016, the Audit Committee (the "Audit Committee") of the Board of Directors approved the engagement of Tanner LLC ("Tanner) as the Company's independent registered public accounting firm for the Company's fiscal year ending June 30, 2017. Also, the Audit Committee informed BDO USA, LLP ("BDO"BDO") that it had been dismissed, effective October 24, 2016, as the Company's independent registered public accounting firm. BDO had been engaged as our independent registered public accounting firm in July 2016, for the fiscal year ended June 30, 2016, when we dismissed Mantyla McReynolds LLC, which had been our independent registered public accounting firm for the two years ended June 30, 2015. Mantyla McReynolds LLC combined with BDO effective July 1, 2016.

During the fiscal year ended June 30, 2016, and the subsequent interim period through October 24, 2016, the Company had (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to BDO's satisfaction, would have caused it to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

BDO's report on the Company's consolidated financial statements for the fiscal year ended June 30, 2016, did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal year ended June 30, 2016, and the subsequent interim period through October 24, 2016, neither the Company nor anyone on its behalf has consulted with Tanner regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company's financial statements, (iii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto, or (iv) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided BDO a copy of the disclosures made above, which were also made in the Company's Current Report on Form 8-K prior to filing such report with the SECCommission, and requested that BDO furnish the Company with a letter addressed to the SECCommission stating whether or not BDO agrees with the above statements. A copy of suchthe letter dated October 24, 2016, was filed as Exhibit 16.1 towith the Current Report on Form 8-K on October 27, 2016.

Independence

Tanner has advised us that it has no direct or indirect financial interest in the Company or in any of its subsidiaries and that during 20162017 it had no connection with the Company or any of its subsidiaries, other than as its independent registered public accounting firm or in connection with certain other activities, as described below.

Representatives of Tanner are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

During fiscal year 2016, and 2015, BDO provided services consisting of the audit of the annual consolidated financial statements of the Company for the fiscal year 2016. MantylaBDO did not perform any financial information systems design and implementation services for the Company for fiscal year 2016.

During fiscal year 2017, Tanner provided services consisting of the audit of the annual consolidated financial statements of the Company for the fiscal year 2015, as well as reviews of the quarterly financial statements for the quarters ended SeptemberJune 30, December 31 and March 31, 2013, and accounting consultations, consents, and other services related to SEC filings and registration statements that were filed by the Company.  Neither firm performed2017. Tanner did not perform any financial information systems design and implementation services for the Company for the fiscal years 2016 or 2015.year 2017.

The aggregate fees billed by BDO or Mantyla for professional services rendered for the fiscal yearsyear ended June 30, 2016, and 2015, in connection with (i) the audit of our annual financial statements set forth in our Annual Report on Form 10-K for the fiscal year then ended, and (ii) the reviews of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q for each of our fiscal quarters during the periodsperiod then ended, totaled approximately $80,000$96,000.

The fees billed by Tanner for professional services rendered for the fiscal year ended June 30, 2017 in connection with (i) the audit of our annual financial statements set forth in our Annual Report on Form 10-K for the fiscal year then ended, and $80,000, respectively.(ii) the reviews of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q for each of our fiscal quarters during the period then ended, totaled approximately $160,000.

No fees were billed by BDOTanner or MantylaBDO in each of the last two fiscal years for other assurance and related services.  The aggregate

Audit-related fees billed bypaid to BDO in fiscal year 2016 totaled approximately $31,000 and were in connection with our private placement of Series A Preferred Stock in 2015, and our selling shareholder registration statements related to the 2015 offering of Series A Preferred Stock and warrants and underlying Common Stock. Audit-related fees paid to BDO in fiscal year 2017 totaled approximately $33,000 and were in connection with our selling shareholder registration statements related to our 2016 private placement of Series A Preferred Stock, and our 2017 private placement of units of Common Stock, Series B Preferred Stock and warrants ("Units"), and underlying Common Stock.

Other fees paid to Tanner for professional services rendered during the fiscal year ended June 30, 2016,2017 in connection with the Company's private placementour acquisition of Series A Preferred stockHausmann in 2015, wasApril 2017, totaled approximately $31,000.  These$120,000.

All fees described above were approved by the Company's Audit Committee.

Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of the Company's Independent Registered Public Accounting Firm

The Audit Committee has established a policy that all audit and permissible non-audit services provided by the independent registered public accounting firm will be pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of the independent registered public accounting firm. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and our management are required to periodically report to the Audit Committee regarding the extent of services provided in accordance with this pre-approval, and the fees for the services performed to date.

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to the Company's audited financial statements for the year ended June 30, 2016.2017. The information contained in this report shall not be deemed "soliciting material" or otherwise considered "filed" with the SEC,Commission, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

The Audit Committee has reviewed and discussed with Dynatronics' management and BDO USA, LLPTanner LLC the audited consolidated financial statements of Dynatronics contained in Dynatronics' Annual Report on Form 10-K for the 20162017 fiscal year. The Audit Committee has also discussed with BDO USA, LLPTanner LLC the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Dynatronics' Annual Report on Form 10-K for its 20162017 fiscal year for filing with the Securities and Exchange Commission.

The following is a summary of the material provisions of the Asset Purchase Agreement, dated September 26, 2017, by and between the Company and Bird & Cronin (the "Asset Purchase Agreement"), but does not purport to describe all of the terms of the Asset Purchase Agreement. The following summary is qualified in its entirety by reference to the extent such sharescomplete text of the Asset Purchase Agreement, a copy of which is attached as an exhibit to our Current Report on Form 8-K filed with the Commission on September 27, 2017. This summary may not contain all of the information about the Asset Purchase Agreement that is important to you. You should refer to the full text of the Asset Purchase Agreement for details of the transaction and the terms and conditions of the Asset Purchase Agreement.

Additionally, representations, warranties and covenants described in this section and contained in the Asset Purchase Agreement have been authorizedmade only for issuance under our Articlesthe purpose of Incorporationthe Asset Purchase Agreement and, as amendedsuch, are intended solely for the benefit of the Company and Bird & Cronin. In many cases, these representations, warranties and covenants are subject to limitations agreed upon by the parties and are qualified by certain disclosures exchanged by the parties in connection with the execution of the Asset Purchase Agreement. Furthermore, the representations and warranties in the Asset Purchase Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about the Company or theyBird & Cronin, their respective subsidiaries and affiliates or any other party. Likewise, any references to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors or shareholders. Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the Asset Purchase Agreement or may change in the future and these changes may not be restatedfully reflected in the public disclosures made by the Company and/or Bird & Cronin.

Discussions between Dynatronics and Bird & Cronin commenced in April of 2016. On May 1, 2017, the Company and Bird & Cronin executed a non-binding letter of intent for the purchase by the Company of substantially all of the assets of Bird & Cronin. The non-binding offer was conditioned upon, among other conditions, the completion of financial, legal and technical due diligence. On June 9, 2017, our Board of Directors met and discussed fully the potential Acquisition. At that meeting, Dynatronics' executive officers were authorized and instructed to pursue activities related to the Acquisition.

On October 2, 2017, we closed on the Acquisition. Cash for the Acquisition was provided by proceeds from the offer and sale of our Series C Preferred Stock and the Warrants, and amounts borrowed pursuant to an asset-based credit facility with Bank of the West, as amended pursuant to a Modification Agreement dated September 25, 2017 (the "Modification Agreement"). The closing of the Acquisition, the closing of the Modification Agreement and the financing under Utah law.  Our Articlesthe Securities Purchase Agreement occurred simultaneously on October 2, 2017 (the "Closing").

At the Closing, we paid Bird & Cronin cash of Incorporation currently authorize the issuance of 50,000,000$9,066,666 and delivered 1,397,375 shares of CommonSeries D Preferred Stock no par value per share.  Asvalued at approximately $3,533,333. A holdback of cash totaling $933,334 and 184,560 shares of Series D Preferred Stock valued at approximately $466,666 will be retained for purposes of satisfying adjustments to the purchase price as may be required by the Asset Purchase Agreement and indemnification claims, if any. Subject to adjustments or claims as provided by the Asset Purchase Agreement, 50% of the Record Dateholdback amount will be released to Bird & Cronin one year from the Closing, and the balance of the Annual Meeting, 2,882,272 sharesholdback amount will be released to Bird & Cronin 18 months after Closing. As part of Common Stockthe Acquisition, we will pay and discharge certain liabilities and obligations of Bird & Cronin related to its ongoing business (primarily trade accounts and similar obligations in the ordinary course).

Bird & Cronin is a closely-held corporation founded in 1968 that prior to the Acquisition designed, manufactured, and distributed orthopedic soft goods and specialty patient care products to customers in the United States and internationally. Over 95% of Bird & Cronin's products were issued and outstanding.manufactured in an 85,000 square-foot manufacturing facility located at 1200 Trapp Road, Eagan, Minnesota (the "Facility") owned by an affiliate of Bird & Cronin. The Acquisition does not include a purchase of the Facility. At the Closing, we entered into a lease ("Lease") with Trapp Road Limited Liability Company, a Minnesota limited liability company, to occupy the Facility for a term of three years at annual rental payments of $600,000, payable in monthly installments of $50,000. The Lease provides that the lease term will automatically be extended for two additional periods of two years each, without any increase in the lease payment, subject to our right to terminate the Lease or to provide notice not to extend the term of the Lease prior to the end of the term.

Employees of Bird & Cronin were offered employment with Dynatronics at Closing. In addition, the Co-Presidents of Bird & Cronin, Mike Cronin and Jason Anderson, entered into employment agreements with the Company (the "Employment Agreements") and serve as Co-Presidents of Bird & Cronin, LLC, our subsidiary and assignee ("Acquisition Subsidiary") that operates the business previously operated by Bird & Cronin, reporting to our CEO, Kelvyn Cullimore. Their annual salary is $175,000 and we are obligatedwill pay them each an annual bonus of up to issue$10,000, as determined by Mr. Cullimore. The Employment Agreements also provide them with other employee benefits as provided to our employees generally at their level of management at the Acquisition Subsidiary (including, e.g., paid time off and paid holidays, medical/dental/vision insurance, Section 125 Flexible Spending Account and 401(k)). In addition to the restrictive covenants applicable to them under the Asset Purchase Agreement, the Employment Agreements include restrictive covenants which limit the ability of Messrs. Anderson and Cronin to be employed by a totalcompetitor of, 4,623,961 sharesor otherwise to compete with, Dynatronics for, in Mr. Anderson's case, a two-year period, and, in Mr. Cronin's case, a one-year period following the later of Common Stock(i) termination of employment and (ii) the latest date upon which Dynatronics makes any severance payment to such person.

The Asset Purchase Agreement contains customary representations, warranties and covenants by Bird & Cronin and the exerciseCompany, as well as customary indemnification provisions among the parties. Post-closing covenants include a covenant that for a period of conversionfive years, Bird & Cronin and its shareholders (including Mr. Cronin) will refrain from, among other things, solicitation of employees, customers and business of Bird & Cronin or purchase rightsthe Company and from other competitive activity as defined in the Asset Purchase Agreement, and requires them and their representatives (as defined in the Asset Purchase Agreement) to maintain (other than in connection with performing obligations pursuant to the Lease or the Employment Agreements, as applicable), the confidentiality of, outstanding convertible preferred stock, stock options, and stock purchase warrantsnot use, confidential information relating to the acquired business or purchased assets, except as permitted by the Asset Purchase Agreement.

The Asset Purchase Agreement contains limited representations and restricted stock awards as follows:warranties of each of the Company and Bird & Cronin relating to, among other things, the authorization of the parties to enter into and carry out the obligations in the Asset Purchase Agreement and the enforceability of the Asset Purchase Agreement.

The Asset Purchase Agreement is governed by the laws of the state of Delaware, without giving effect to any conflict of law principles which would result in the Numberapplication of Authorized Sharesthe laws of Common Stockany other jurisdiction.

We have filed with the Commission Current Reports on Form 8-K disclosing terms and conditions of the Acquisition and related transactions. Those reports included or incorporated by reference as exhibits, transaction documents, including the Asset Purchase Agreement, the Modification Agreement and the Securities Purchase Agreement. The increasesummary of the Asset Purchase Agreement in this Proxy Statement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on September 27, 2017 and is incorporated herein by reference.

Bird & Cronin is a family-owned Minnesota corporation founded in 1968. Bird & Cronin designs, manufactures, and distributes orthopedic soft goods and specialty patient care products to customers in the United States and internationally. Over 90% of Bird & Cronin's products are made in Bird & Cronin's 85,000 square-foot manufacturing facility located at 1200 Trapp Road, Eagan, Minnesota.

Bird & Cronin has benefitted from strong, long-standing relationships with hospitals, orthopedic specialists, universities, research facilities, and other customers across the medical universe. Bird & Cronin sells products through direct sales as well as through distribution relationships. Additionally, Bird & Cronin holds a number of authorized sharesNational Group Purchasing and Government Contracts, some of Common Stockwhich include Intalere (formerly Amerinet), Department of Defense, and Department of Veterans Affairs.

Bird & Cronin's products include ankle walkers, wrist supports, ankle braces, abdominal binders, knee & leg supports, catheters, cervical collars, shoulder immobilizers, splints, extrication collars, and many other related products. All of Bird & Cronin's products fall under the FDA Class I distinction based on the risks associated with the manufactured products. Class I devices are deemed to be low risk and are therefore subject to the least regulatory controls. Bird & Cronin also has the capability to private label products for customers, which is proposed to ensure that additional shares of Common Stock will be available to further enable the Board to pursue the Company's growth strategy through strategic acquisitions and business combinations anda key differentiator in the event the Boardmarket.

A full listing of Directors determines that itBird & Cronin's products can be found in its online catalog located at: http://www.birdcronin.com. Reference to Bird & Cronin's website is necessary or appropriatenot intended to raise additional capital through the sale of equity securities, convertible debt securities or other equity-linked securities.  Adoption of this proposal would permit the Board of Directors, without further approval of the shareholders (except as may be requiredincorporate by applicable law), to issue additional shares of Common Stock from time to time as the Board of Directors may determine, for such consideration as the Board of Directors establishes.  The availability of additional shares will also provide the Company with the flexibility to structure possible acquisitions of another business or its assets, to establish strategic relationships with corporate partners, to provide equity incentives to employees and officers (subject to additional shareholder approvals as required), to permit future stock dividends or for other corporate purposes.  The availability of additional shares of Common Stock is particularly important in the event that the Board of Directors needs to undertakereference any of the foregoing actionsmaterial or information contained on an expedited basis and thus to avoid the time and expense of seeking shareholder approvalsuch website in connection with the contemplated issuance of Common Stock.  Having a sufficient number of authorized shares of Common Stock also increases the flexibility of the Board to adjust or include conversion features of preferred stock and derivative instruments in capital raising and acquisition transactions.  If the amendment is approved by the shareholders, the Board does not intend to solicit further shareholder approval prior to the issuance of shares of Common Stock unless such approval is required by law.

An investment in Dynatronics involves a high degree of risk and should not have any arrangements, commitmentsbe made by persons who cannot afford the loss of their entire investment. Dynatronics' subsequent filings with the Commission may contain amended and updated discussions of significant risks. Dynatronics cannot predict future risks or understandingsestimate the extent to issue any shares of our capital stock, other thanwhich they may affect financial performance. Please also read carefully the section entitled "Special Note Regarding Forward-Looking Information" in connection with our existing stock option plan and pursuantthis Proxy Statement at page 35.

Certain risk factors relating to the exercise of outstanding warrantsbusiness and conversion of our convertible debentures.

In response to the announcement of the Amendmentproposed Acquisition, Dynatronics' and/or Bird & Cronin's existing or prospective customers or suppliers may:

Bird & Cronin owns certain federal trademark registrations but also relies on unregistered proprietary rights, including common law trademark protection. Third parties may oppose Bird & Cronin's trademark applications, or otherwise challenge its use of the trademarks, and may be able to use its trademarks in jurisdictions where they are not registered or otherwise protected by law. If Bird & Cronin's trademarks are successfully challenged or if a third party is adoptedusing confusingly similar or identical trademarks in particular jurisdictions before Bird & Cronin, Bird & Cronin could be forced to rebrand its products, which could result in loss of brand recognition, and could require additional resources for marketing new brands. If others are able to use Bird & Cronin's trademarks, its ability to distinguish its products may be impaired, which could adversely affect its business. Further, we cannot assure you that competitors will not infringe upon Bird & Cronin's trademarks, or that we will have adequate resources to enforce its trademarks.

This Summary Information should be read in conjunction with the historical financial information prepared by the required votemanagement of shareholders,Bird & Cronin, including Bird & Cronin's audited Balance Sheets and Income Statements as of September 30, 2016 and September 30, 2015, and historical nine-month financial information (unaudited), consisting of Bird & Cronin's Balance Sheet and Income Statement as of June 30, 2017, attached to this Proxy Statement as Attachment C (referred to herein as the Board of Directors will include it"Bird & Cronin Financial Statements"). Financial information about Dynatronics for the year ended June 30, 2017, including our audited financial statements for the two years then ended, and the notes thereto, is available on our Annual Report on Form 10-K, filed September 26, 2017, incorporated herein by reference.

As discussed above, in Amended and Restated Articles of Incorporation to be filed and become effective when filedconnection with the Utah Department of Commerce, Division of Corporations.  The Company anticipates that this filing will be made promptly following receipt of requisiteour Annual Meeting, we are not seeking shareholder approval of the proposed amendment, or as soon as practicable thereafter.

Set forth below is our management discussion and analysis of financial condition and results of operations for Bird & Cronin for the stock on the date the dividend is declared.  Certain redemption rights are attachedyear ended September 30, 2016 compared to the Series A Preferred, but noneyear ended September 30, 2015, and the nine months ended June 30, 2017 compared to the nine months ended June 30, 2016.

Bird & Cronin makes judgments, estimates and assumptions concerning the future when preparing its financial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The accounting policies and estimates below involve a high degree of judgment and complexity. See Note 1 of the redemption rightsBird & Cronin Financial Statements for cash are deemed outside the controla complete discussion of the Company.  The redemption rights deemed outside the control of the Company require common stock payments or an increase in the dividend rate.  The Series A Preferred includes a liquidation preference under which Preferred Investors would receive cash equal to the stated value of their stock plus unpaid dividends.  In accordance with the terms ofBird & Cronin's significant accounting policies and estimates.

Bird & Cronin recognizes revenue from the sale of a product when products are shipped to the Series A Preferred,customer. Amounts billed for shipping and handling are recorded as costs of sales.

Accounts receivable are due from dealers and distributors. Customer accounts receivable are recorded at the Company wasamounts Bird & Cronin expects to collect on balances outstanding, which are net of allowances for doubtful accounts. Management provides for probable uncollectible amounts and estimated rebates and returns through charges to earnings and credits to valuation allowances based on its assessment of the current status of individual accounts and estimates of sales levels. In addition, Bird & Cronin closely monitors outstanding balances and charges off all balances when Bird & Cronin management determines the probability of collection is remote. Generally, accounts receivable are due within 30 to 60 days. Accounts receivable balances outstanding longer than the contractual payment terms are considered past due.

Bird & Cronin, with the consent of its stockholders, has elected under the Internal Revenue Code to be an S Corporation. In lieu of corporate income taxes, the individual stockholders of an S Corporation are taxed on their proportionate share of the corporation's taxable income. The guidance followed by Bird & Cronin on accounting for uncertainty in income taxes recognized in financial statements prescribes a more likely than not recognition threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return and also provides guidance on various related matters such as interest and penalties and disclosure. Under Section 7519 of the Internal Revenue Code, Bird & Cronin is required to registermake income tax deposits to maintain its fiscal year end for the underlying common shares associated withamount of deferred income from October 1 through December 31 of each year.

The Series A Preferred votesincrease in net sales during the year ended September 30, 2016 from 2015 is due to increased focus on an as-converted basis, one vote for each sharesales management and improved market conditions. Bird & Cronin management anticipate sales to stay within historical ranges.

Cost of sales consists of certain labor costs, payments to raw materials suppliers, vendors and others that are directly related to a revenue-generating event. Cost of sales also includes shipping and handling charges.  During the Series A Preferred, provided, however, that becauseyear ended September 30, 2016, cost of the Voting Cutback, no holdersales as a percent of Series A Preferred shall be entitledtotal revenue decreased to cast votes63.8% as compared to 65% for the numberyear ended September 30, 2015. This decrease was primarily the result of sharesimproved operating efficiencies. Bird & Cronin management anticipates cost of common stock issuable upon conversionsales as a percentage of such Series A Preferred held by such holdertotal revenue to stay within its historical range.

SG&A expense decreased in 2016 compared to the year ended September 30, 2015, from $7,067,142 (30.2% of net sales) to $6,581,001 (27.2% of net sales). The primary reason for the decrease in SG&A is due to the implementation of a new sales commission structure, key performance indicators across the organization, and retirement of a senior executive. Bird & Cronin management anticipates that exceedsoperating costs will continue at similar levels.

Research and development ("R&D") expense is related primarily to the quotientdevelopment of (x)new products and improvement of existing products. Bird & Cronin management has not historically reported R&D costs separately. Its management anticipates that certain R&D costs will be incurred and that they will continue at similar historical levels.

Interest expense for the aggregate purchase priceyears September 30, 2016 and 2015 was immaterial and represents interest paid by such holderon a revolving line of Series A Preferred for its Series A Preferred, divided by (y)credit with a financial institution. The borrowing capacity under the greaterline of (i) $2.50credit was $4,000,000. No borrowings were outstanding at September 30, 2016 and (ii)2015. Subsequent to the market price of the common stock on the trading day immediatelyyear end, prior to the date of issuance of such holder's Preferred Stock.  The market priceclosing of the common stockAcquisition, Bird & Cronin closed the line of credit and the agreement with the bank was terminated.

Bird & Cronin has historically met its working capital and capital expenditure requirements by using net cash flow from operations and by drawing on its line of credit. The principal source of liquidity is Bird & Cronin's operating cash flow.

Net cash provided by operating activities totaled $2,041,409 in 2016, compared with $969,143 in 2015. Cash flow improvement from 2015 to 2016 was directly related to the trading day immediately priorimprovement in net income.

This Proxy Statement includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are often identified by the use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," and similar expressions or variations and other matters that do not relate strictly to historical facts. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the heading "Risk Factors" in our filings with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. The forward-looking statements in this Proxy Statement represent our views as of the date such statements are made. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of issuance was $3.23 per share.  Based on a $4,025,000 investment and a $3.23 per share price the number of common stock equivalents eligible for voting by preferred shareholders is 1,246,130.

SHAREHOLDER PROPOSALS FOR 20172018 ANNUAL MEETING OF SHAREHOLDERS

Requirements for Shareholder Proposals to Be Considered for Inclusion in Dynatronics' Proxy Materials

Shareholders of Dynatronics may submit proposals on matters appropriate for shareholder action at meetings of Dynatronics' shareholders in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in Dynatronics' proxy materials relating to its 20172018 Annual Meeting of Shareholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received by Dynatronics no later than June 2, 2017.2018. Such proposals should be delivered to Dynatronics Corporation, 7030 Park Centre Drive, Cottonwood Heights, Utah 84121, Attention: Jim Ogilvie, DirectorVice President of Business Development, telephone (801) 727-1755.

Requirements for Shareholder Proposals to be Brought Before the Annual Meeting

Dynatronics' bylaws provide that, except in the case of proposals made in accordance with Rule 14a-8, for shareholder nominations to the Board of Directors or other proposals to be considered at an annual meeting of shareholders, the shareholder must have given timely notice thereof in writing to the Secretary of Dynatronics not less than sixty60 nor more than ninety90 calendar days prior to the anniversary of the date on which Dynatronics first mailed its proxy materials for its immediately preceding annual meeting of shareholders (as specified in Dynatronics' proxy materials for its immediately preceding annual meeting of shareholders). To be timely for the 20172018 Annual Meeting of Shareholders, a shareholder's notice must be delivered or mailed to and received by Dynatronics' Corporate Secretary at the principal executive offices of Dynatronics between July 2, 2017,2018, and August 1, 2017.2018. However, in the event that the annual meeting is called for a date that is not within thirty30 calendar days of the anniversary of the date on which the immediately preceding annual meeting of shareholders was called, to be timely, notice by the shareholder must be so received not later than the close of business on the tenth calendar day following the date on which public announcement of the date of the annual meeting is first made. In no event will the public announcement of an adjournment of an annual meeting of shareholders commence a new time period for the giving of a shareholder's notice as provided above. A shareholder's notice to Dynatronics' Secretary must set forth the information required by Dynatronics' bylaws with respect to each matter the shareholder proposes to bring before the annual meeting.

SHAREHOLDERS SHARING THE SAME ADDRESS

ANNUAL REPORT ON FORM 10-K

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