DUOS TECHNOLOGIES GROUP INC
For the period ended Sep 30, 2024. Filed Aug 16, 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.
Sep 30, 2024 · Filed Aug 16, 2024
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DEF 14A 1 duos_def14a.htm DEFINITIVE 14A
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
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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7660 Centurion Parkway, Suite 100
Jacksonville, Florida 32256
(904) 296-2807
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 30, 2024
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Duos Technologies Group, Inc., a Florida corporation (together with its subsidiaries, the “Company”, “Duos”, “we”, “us” or “our”), which will be held on September 30, 2024, at 11:00 A.M., Eastern Time, in person at the Company's headquarters at 7660 Centurion Parkway, Suite 100, Jacksonville, Florida 32256 for the following purposes:
| 1. | To elect five directors to hold office for a one-year term and until each of their successors is elected and qualified; |
| 2. | To approve, in a non-binding advisory vote, the compensation of the Company’s Chief Executive Officer and Chief Financial Officer, our two most highly compensated executive officers (the “Named Executive Officers”); |
| 3. | To approve, for the purpose of Nasdaq Listing Rule 5635(d) and as required by the terms of our Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), the issuance of shares of our common stock, par value $0.001 per share (the “Common Stock”), issuable upon conversion of the shares of Series E Preferred Stock, issued by the Company pursuant to the terms of those certain Securities Purchase Agreements, dated as of March 27, 2023, November 10, 2023 and March 22, 2024, between the Company and the investors named therein and the Exchange Agreement dated as of November 10, 2023, between the Company and the holders of the Series F Convertible Preferred Stock; |
| 4. | To ratify the appointment of Salberg & Company, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2024; |
| 5. | To approve a modification of the previously approved 2021 Equity Incentive Plan to increase the number of shares approved for issuance under the 2021 Equity Incentive Plan from 1 million shares to the greater of 2.5 million shares or a number of shares based on a formula tied to the Company’s fully diluted common equivalent share capitalization (excluding warrants and options); and |
| 6. | To authorize an adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of one or more of the above proposals. |
The foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only holders of record of our Common Stock, Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and Series E Preferred Stock, as of the close of business on August 5, 2024 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting which will be held at the Company’s headquarters. Your vote is important regardless of the number of shares you own. Only record or beneficial owners of Duos’ Common Stock, Series D Preferred Stock and Series E Preferred Stock as of the Record Date may attend the Annual Meeting. When you access the Annual Meeting, you will be asked to identify yourself as a shareholder by providing a recognized form of identification.
Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement and submit a proxy to vote your shares via the Internet or, if you received your proxy materials by mail, by completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares. It will help in our preparations for the meeting if you will check the box on the form of proxy if you plan on attending the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our 2024 Annual Report on Form 10-K via the Internet. On or about August 16, 2024, we mailed to shareholders as of the Record Date a notice with instructions on how to access our proxy materials and how to vote via the Internet, by mail or by telephone.
By Order of the Board of Directors
/s/ Charles P. Ferry
Charles P. Ferry
Chief Executive Officer and Director
August 16, 2024
Jacksonville, Florida
TABLE OF CONTENTS
| PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 |
| ELECTION OF DIRECTORS (Proposal No. 1) | 8 |
| CORPORATE GOVERNANCE | 11 |
| Board of Directors | 11 |
| Board Composition and Director Independence | 11 |
| Board Meetings and Attendance | 11 |
| Shareholder Communications with Board | 11 |
| Board Committees | 11 |
| Family Relationships | 13 |
| Involvement in Certain Legal Proceedings | 13 |
| Compliance with Section 16(a) of the Exchange Act | 14 |
| Code of Ethics | 14 |
| DIRECTORS COMPENSATION | 14 |
| EXECUTIVE COMPENSATION | 15 |
| Compensation-Setting Process/Role of Our Compensation Committee | 15 |
| Base Salary | 15 |
| Summary Compensation Table | 16 |
| Outstanding Equity Awards at December 31, 2023 | 17 |
| Pay versus Performance | 18 |
| Employment Agreements | 19 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 20 |
| AUDIT COMMITTEE REPORT | 21 |
| ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Proposal No. 2) | 22 |
| SECURITIES ISSUANCE PROPOSAL (Proposal No. 3) | 23 |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 4) | 26 |
| TO APPROVE AN AMENDMENT INCREASING THE NUMBER OF SHARES ISSUABLE UNDER THE 2021 EQUITY INCENTIVE PLAN FROM 1,000,000 TO THE GREATER OF 2,500,000 OR A NUMBER OF SHARES BASED ON A FORMULA TIED TO THE COMPANY’S FULLY-DILUTED COMMON EQUIVALENT SHARE CAPITALIZATION (EXCLUDING WARRANTS AND OPTIONS) (Proposal No. 5) | 27 |
| ADJOURNMENT OF THE ANNUAL MEETING IF NECESSARY TO PERMIT FURTHER SOLICITATION OF PROXIES (Proposal No. 6) | 32 |
| FUTURE SHAREHOLDER PROPOSALS | 33 |
| OTHER BUSINESS | 34 |
| ADDITIONAL INFORMATION | 34 |
7660 Centurion Parkway, Suite 100
Jacksonville, Florida 32256
(904) 296-2807
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