DAKTRONICS INC SD
For the period ended Apr 27, 2024. Filed Aug 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 27, 2024 · Filed Aug 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.___)
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Daktronics, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
DAKTRONICS, INC.
201 Daktronics Drive
Brookings, South Dakota 57006
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 4, 2024
| Time | 4:30 p.m. Central Daylight Time on Wednesday, September 4, 2024 | |
|---|---|---|
| Place | Daktronics, Inc. (the "Company") | |
| 201 Daktronics Drive | ||
| Brookings, South Dakota 57006 | ||
| Items of Business | 1. | To elect three Directors to serve for a three-year term that expires on the date of the Annual Meeting of Shareholders in 2027 or until his or her successor is duly elected and qualified. |
| 2. | To approve, on an advisory (non-binding) basis, the Company's compensation of its named executive officers. | |
| 3. | To ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the Company for fiscal 2025. | |
| Record Date | You are entitled to notice of and to vote at the Annual Meeting if you were a shareholder of record at the close of business on July 8, 2024. | |
| Annual Meeting | All shareholders are invited to attend the Annual Meeting in person with proof of ownership, such as your last broker or EQ Shareholder Services statement, and government-issued identification. | |
| Voting by Proxy | Even if you plan to attend the Annual Meeting, please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Shareholders may vote their shares: | |
| 1. | over the Internet; | |
| 2. | by written ballot at the Annual Meeting; | |
| 3. | by telephone; or | |
| 4. | by mail. | |
| For specific instructions, refer to the procedural matters section of the Proxy Statement or to the voting instructions on the proxy card, both of which accompany this notice. | ||
THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT AUGUST 1, 2024.
By Order of the Board of Directors,
Carla S. Gatzke
Secretary
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE DAKTRONICS, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 4, 2024.
This notice and the accompanying Proxy Statement, proxy card and our Fiscal 2024 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended April 27, 2024, are available at our cookies-free website atinvestor.daktronics.com. Additionally, and in accordance with the rules of the Securities and Exchange Commission, shareholders may access these materials at the cookies-free website indicated in the Notice of Internet Availability of Proxy Materials that you received in connection with this notice and the accompanying Proxy Statement.
Daktronics, Inc.
Table of Contents
| Pages | |
|---|---|
| Procedural Matters | 1 |
| Security Ownership of Certain Beneficial Owners and Management | 4 |
| Proposal One - Election of Directors | 6 |
| Proposal Two - Advisory (Non-Binding) Approval of the Compensation of Named Executive Officers | 10 |
| Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm | 11 |
| Corporate Governance | 12 |
| Compensation Discussion and Analysis | 19 |
| Compensation Committee Report | 22 |
| Executive Compensation | 23 |
| Audit Committee Report | 33 |
| Householding of Annual Disclosure Documents | 34 |
| Available Information | 34 |
| Notice and Ballot | 35 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.