DAKTRONICS INC /SD/
For the period ended Apr 26, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
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 26, 2025 · Filed Aug 14, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| 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. |
201 Daktronics Drive
Brookings, South Dakota 57006
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 3, 2025
| Time | 4:30 p.m. Central Daylight Time on Wednesday, September 3, 2025 | |
|---|---|---|
| Place | Daktronics, Inc. (the “Company,” “we,” or “us”) | |
| 201 Daktronics Drive | ||
| Brookings, South Dakota 57006 | ||
| Items of Business | 1. | To elect four directors of the Company (“Directors”) to serve for a three-year term that expires on the date of the Annual Meeting of Stockholders in 2028 or until their successors are 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 2026. | |
| 4. | To approve the Daktronics, Inc. 2025 Stock Incentive Plan to provide for additional shares for future equity grants to the Company’s employees, Directors, and other participants. | |
| Recommendations | THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3, AND PROPOSAL 4. | |
| Record Date | You are entitled to notice of and to vote at the Company's 2025 Annual Meeting of Stockholders to be held on September 3, 2025 (the "Annual Meeting") if you were a stockholder of record at the close of business on July 16, 2025. | |
| Annual Meeting | All stockholders are invited to attend the Annual Meeting in person with proof of ownership, such as your last broker or EQ Stockholder 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. Stockholders 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 "Proxy Procedure" section of the proxy statement related to the Annual Meeting (the "Proxy Statement") or to the voting instructions on the proxy card for the Annual Meeting (the "Proxy Card"), both of which accompany this Notice of Annual Meeting of the Stockholders (this "Notice"). | ||
THE PROXY STATEMENT AND THE PROXY CARD ARE FIRST BEING DISTRIBUTED TO STOCKHOLDERS ON OR ABOUT AUGUST 14, 2025.
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 STOCKHOLDERS TO BE HELD ON SEPTEMBER 3, 2025.
This Notice, the Proxy Statement, the Proxy Card and our Fiscal 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended April 26, 2025, are available at our cookies-free website atwww.investor.daktronics.com.
Daktronics, Inc.
Table of Contents
| Pages | |
|---|---|
| GENERAL 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 | 11 |
| PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 12 |
| PROPOSAL FOUR - APPROVAL OF THE 2025 STOCK INCENTIVE PLAN | 13 |
| CORPORATE GOVERNANCE | 16 |
| DELINQUENT SECTION 16(A) REPORTS | 23 |
| COMPENSATION DISCUSSION AND ANALYSIS | 24 |
| COMPENSATION COMMITTEE REPORT | 29 |
| EXECUTIVE COMPENSATION | 30 |
| AUDIT COMMITTEE REPORT | 45 |
| HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS | 45 |
| AVAILABLE INFORMATION | 45 |
| APPENDIX A - 2025 STOCK INCENTIVE PLAN | 47 |
| APPENDIX B - NOTICE AND BALLOT | 61 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.