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Shareholders at The Joint Corp. (NASDAQ: JYNT) approve board slate, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Joint Corp. reported results from its 2026 annual stockholder meeting held on May 20, 2026. Stockholders elected seven directors to serve until the 2027 annual meeting, with each nominee receiving over 9.8 million votes in favor and substantial support relative to votes against.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and supported holding this advisory vote on executive pay every year. They also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with more than 12.7 million votes in favor.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director votes – highest support 10,809,749 votes for Election of director nominee Sanjiv Razdan at 2026 annual meeting
Director votes – lowest support 9,883,056 votes for Election of director nominee Matthew E. Rubel at 2026 annual meeting
Say-on-pay approval 10,511,822 votes for Advisory vote on named executive officer compensation
Say-on-pay frequency – one year 10,377,647 votes for Advisory vote selecting annual frequency for pay votes
Auditor ratification – for 12,716,958 votes for Ratification of BDO USA, P.C. as 2026 auditor
Auditor ratification – against 9,364 votes against Ratification of BDO USA, P.C. as 2026 auditor
Broker non-votes on Proposal 1 1,869,918 broker non-votes Director election proposals at 2026 annual meeting
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote financial
"an annual non-binding advisory vote on the compensation of our named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"the appointment of BDO USA, P.C. as our independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Cover Page Interactive Data File technical
"104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Understanding 8-K Material Events →
0001612630FALSE00016126302026-05-202026-05-20

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 Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

The Joint Corp.
(Exact Name of Registrant as Specified in Charter)

Delaware001-36724 90-0544160
(State or other jurisdiction(Commission File Number)(IRS Employer
of incorporation)Identification No.)
16767 N. Perimeter Drive, Suite 110
Scottsdale, Arizona 85260
(Address of principal executive offices) (Zip Code)

(480) 245-5960
(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001JYNT
The NASDAQ Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐



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.
Our 2026 annual meeting of stockholders was held on May 20, 2026. Set forth below is a brief description of each matter voted on at the meeting and the final voting results.
Proposal 1. The election to our Board of Directors of seven nominees for director to serve for the term expiring on the date of the next annual meeting of stockholders in 2027 or until his or her successors are elected and qualified. In accordance with the results below, each nominee was elected to serve as a director.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
Matthew E. Rubel9,883,056970,5674,6911,869,918
Ronald V. DaVella10,104,633748,9904,6911,869,918
Jefferson Gramm10,781,91671,7064,6921,869,918
Christopher M. Grandpre10,198,649654,9744,6911,869,918
Sandra R.A. Karrmann10,223,126630,5874,6011,869,918
Milind Pant10,172,880625,87259,5621,869,918
Sanjiv Razdan10,809,74945,0073,5581,869,918
Proposal 2. The approval, on an advisory basis, of the compensation of our named executive officers. In accordance with the results below, the compensation of our named executive officers was approved.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
10,511,822342,8673,6251,869,918
Proposal 3. The approval, on an advisory basis, of the frequency of an advisory vote on the compensation of our named executive officers. In accordance with the results below, an annual non-binding advisory vote on the compensation of our named executive officers was approved.
One YearTwo YearsThree YearsAbstentionsBroker Non-Votes
10,377,64714,654461,2264,7871,869,918
In light of these results, we will hold future advisory votes on the compensation of our named executive officers on an annual basis until the occurrence of the next advisory vote to determine the frequency of such vote or until our Board of Directors otherwise determines that a different frequency is in the best interests of our company and its stockholders.





Proposal 4. The ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026. In accordance with the results below, the appointment of BDO USA, P.C. was ratified.
Votes ForVotes AgainstAbstentions
12,716,9589,3641,910
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit NumberExhibits
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE JOINT CORP.
Date:May 21, 2026By:/s/ Sanjiv Razdan
Sanjiv Razdan
President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did The Joint Corp. (JYNT) stockholders decide at the 2026 annual meeting?

Stockholders elected seven directors, approved executive compensation on an advisory basis, chose annual say-on-pay frequency, and ratified BDO USA, P.C. as auditor for 2026. All proposals received strong support in the recorded vote tallies.

Were The Joint Corp. (JYNT) director nominees elected at the 2026 meeting?

Yes. Seven nominees, including Matthew Rubel and Sanjiv Razdan, were elected to the Board of Directors. Each received between about 9.9 million and 10.8 million votes for, with relatively limited votes against and standard broker non-votes recorded.

How did The Joint Corp. (JYNT) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of named executive officers on an advisory basis, with 10,511,822 votes for, 342,867 against, and 3,625 abstentions. There were 1,869,918 broker non-votes recorded on this say-on-pay proposal.

What frequency of say-on-pay votes did The Joint Corp. (JYNT) stockholders choose?

Stockholders supported holding say-on-pay votes annually, with 10,377,647 votes for one year, 14,654 for two years, and 461,226 for three years. The company plans to hold advisory executive pay votes every year consistent with this outcome.

Which audit firm did The Joint Corp. (JYNT) stockholders ratify for 2026?

Stockholders ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 12,716,958 for, 9,364 against, and 1,910 abstentions, indicating broad support.

Will The Joint Corp. (JYNT) continue annual advisory votes on pay?

Yes. Based on the 2026 vote favoring a one-year frequency, the company expects to hold future advisory votes on named executive officer compensation every year until a new frequency vote or Board decision changes that approach.

Filing Exhibits & Attachments

3 documents

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