DAKTRONICS INC SD

Shareholders Entitled to Vote; Record Date

Only shareholders of record at the close of business on [‧], 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting. As of the Record Date, there were [‧] shares of Common Stock outstanding and entitled to vote held by [‧] shareholders of record. All shareholders are invited to attend the Special Meeting in person with proof of ownership, such as your last broker or EQ Shareholder Services statement, and government-issued identification.

Appraisal or Dissenters’ Rights

Applicable South Dakota law, the South Dakota Articles, and the South Dakota Bylaws do not provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

Expenses of Solicitation

All expenses of this solicitation by the Company, including the cost of preparing and mailing this Proxy Statement, will be borne by us. We may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our Directors, officers, and employees may also solicit proxies in person or by telephone, email, letter or facsimile. Such Directors, officers, and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We have engaged Alliance Advisors LLC (“Alliance Advisors”) to assist with the solicitation of proxies for an estimated fee of $52,500 plus approved disbursements and out-of-pocket expenses. We have agreed to indemnify Alliance Advisors and its affiliates against certain claims, liabilities, losses, damages, and expenses arising out of our agreement with Alliance Advisors. Alliance Advisors does not beneficially own any of our securities, and it has not purchased or sold any of our securities during the past two years. To our knowledge, there is no information regarding Alliance Advisors or any of its affiliates or associated required to be set forth in this Proxy Statement that is not set forth herein.

Procedure for Submitting Shareholder Proposals

Shareholders may present proper proposals for inclusion in our proxy materials for consideration at the next annual meeting of our shareholders (the “Annual Meeting”) by submitting their proposals to us in a timely manner. In order to be included in the proxy materials for the Annual Meeting, shareholder proposals must be received by us no later than April 3, 2025 and must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If a shareholder would like to nominate a Director or bring other business before the shareholders at the Annual Meeting without including the proposal in our proxy statement, we must receive notice of the proposal on or before June 17, 2025, and the shareholder must otherwise comply with Rule 14a-4(c) under the Exchange Act. Notices of intention to present proposals at the Annual Meeting should be addressed to the Corporate Secretary, Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006.

Voting at the Special Meeting; Vote Requirements

The holders of a majority of the shares of Common Stock entitled to vote at the Special Meeting, represented for any purpose at the Special Meeting, will constitute a quorum for the transaction of business. If a quorum is not present, the Special Meeting may be adjourned from time to time until a quorum is present. Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

In general, each share is entitled to one vote on all matters submitted to a vote. The affirmative vote of a majority of the voting power of the shares of Common Stock present and entitled to vote and represented at the Special Meeting at the time of the vote, either in person or by proxy, assuming a quorum is present, is required to approve each of the proposals to be voted upon at the Special Meeting. If an executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by such proxy will be considered present at the Special Meeting for purposes of determining a quorum and for purposes of calculating the vote, but they will be considered to have been voted "AGAINST" such matter. If a signed proxy is returned by a broker, bank, trustee, or other nominee holding shares in “street name,” and it indicates that the broker, bank, trustee, or other nominee does not have discretionary authority to vote certain shares on one or more matters, such shares will be considered present at the Special Meeting for purposes of determining a quorum but will not be considered to be represented at the Special Meeting for purposes of calculating the vote with respect to such matter. You may not cumulate votes with respect to any of the proposals contained in this Proxy Statement.

Counting Votes

The inspector of election appointed for the Special Meeting will count the votes cast by proxy or in person at the Special Meeting.

Brokers, banks, trustees, or other nominees and intermediaries who hold shares in street name for their customers are generally required to vote the shares in the manner directed by their customers. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters. If their customers do not give any direction, brokers and other intermediaries may vote the shares on routine matters, but not on non- routine matters. Shares for which brokers, banks, trustees, or other nominees have not received instructions, and which therefore are not voted, with respect to a particular proposal are referred to as “broker non-votes” with respect to that proposal.

All of the proposals to be voted on at the Special Meeting are non-routine matters. Accordingly, brokers who hold shares in street name for customers will not be able to vote the shares without instructions from their customers with respect to any of the proposals in this Proxy Statement.

As noted above, abstentions are treated as shares present and entitled to vote at the meeting and, as such, are included in the denominator for determining the majority required for approval. While broker non-votes are considered entitled to vote for purposes of determining a quorum, they are excluded from the tally of votes cast. Therefore, for each of the proposals in this Proxy Statement, abstentions will have the same effect as a vote “AGAINST” such proposal, while broker non-votes will have no effect on the outcome of such proposal.

How Votes are Submitted

If the shares of Common Stock are held directly in the name of the shareholder, such shareholder can vote on matters to come before the Special Meeting:

• by completing, dating, and signing the proxy card and returning it to us in the postage-paid envelope provided for that purpose, if the shareholder has received a paper copy of a proxy card;

• by written ballot at the Special Meeting;

• by telephone, by calling 1-866-804-9616; or

• by Internet, at www.AALvote.com/DAKTSM.

Shareholders whose shares of Common Stock are held in “street name” must either direct the record holder of their shares as to how to vote their shares of Common Stock or obtain a proxy from the record holder to vote at the Special Meeting. “Street name” shareholders should check the voting instruction cards used by their brokers, banks, trustees, or other nominees for specific instructions on methods of voting, including by telephone or using the Internet.

Participants in the 401(k) Plan who hold Common Stock in the 401(k) Plan are entitled to instruct the trustee of the 401(k) Plan as to how to vote their shares. Each participant will receive proxy materials similar to those received by the registered holders described above. The participants can vote on matters as described above. The votes will then be tabulated and submitted for vote by the trustee for the 401(k) Plan. If a participant does not timely vote, the trustee will vote the shares allocated to that participant in the same proportion as the shares that are voted by all other participants under the 401(k) Plan.

Proxies

All shares entitled to vote and represented by properly submitted proxies received before the Special Meeting will be voted at the Special Meeting in accordance with the instructions indicated on those proxies if they are not revoked before the vote as described below. If no instructions are indicated on a properly submitted proxy, the shares represented by that proxy will be voted as recommended by the Board. If any other matters are properly presented for consideration at the Special Meeting, the proxy holders will have discretion to vote on those matters in accordance with their best judgment to the extent permitted under Rule 14a-4(c) under the Exchange Act.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by:

• delivering a written notice of revocation to the Secretary of the Company;

• submitting another proxy bearing a later date;

• voting by telephone or via the Internet after a prior telephone or Internet vote; or

• attending the Special Meeting and voting in person (although attendance at the Special Meeting alone will not itself revoke a proxy).