FONAR (FONR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, with proposals to elect five directors, approve executive compensation, and ratify auditors.

• Company operates in two segments: MRI equipment manufacturing and physician management/diagnostic services through HMCA.

• Fiscal 2025 revenues increased 1.4% to $104.4 million, with net income of $10.7 million, but operating income declined due to higher costs and reserves for credit losses.

• Company maintains strong liquidity with $56.3 million in cash and working capital of $127.5 million as of June 30, 2025.

• A non-binding proposal for a going-private transaction is under negotiation, with a special committee of independent directors evaluating the offer.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, an advisory say-on-pay for executive compensation, and ratification of CohnReznick LLP as auditors for fiscal 2026.

• Each proposal is recommended for approval by the board.

• Voting structure grants one vote per share of Common Stock, ten votes per share of Class B, and twenty-five votes per share of Class C.

Board of directors and corporate governance

• Board consists of five directors, four of whom are independent under SEC and NASDAQ rules.

• Ronald G. Lehman serves as lead independent director and audit committee chair.

• No standing compensation or nominating committees; compensation decisions are made by management and the board as a whole.

• Company is a controlled company under NASDAQ rules, with over 50% voting power held by the chairman.