DUOS TECHNOLOGIES GROUP, INC.
For the period ended May 29, 2025. Filed Apr 14, 2025.
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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.
May 29, 2025 · Filed Apr 14, 2025
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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 MAY 29, 2025
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 May 29, 2025, 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 four directors to hold office for a one-year term and until each of their successors is elected and qualified; |
| 2. | To ratify the appointment of Salberg & Company, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | 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, par value $0.001 per share (the “Common Stock”), Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), as of the close of business on April 4, 2025 (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 April 16, 2025, 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
April 14, 2025
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 | 5 |
| ELECTION OF DIRECTORS (Proposal No. 1) | 7 |
| EXECUTIVE OFFICERS AND KEY EMPLOYEES | 9 |
| CORPORATE GOVERNANCE | 10 |
| Board of Directors | 10 |
| Board Composition and Director Independence | 10 |
| Board Meetings and Attendance | 10 |
| Shareholder Communications with the Board | 10 |
| Board Committees | 10 |
| Family Relationships | 12 |
| Involvement in Certain Legal Proceedings | 12 |
| Compliance with Section 16(a) of the Exchange Act | 13 |
| Code of Ethics | 13 |
| DIRECTOR COMPENSATION | 13 |
| EXECUTIVE COMPENSATION | 14 |
| Compensation-Setting Process/Role of Our Compensation Committee | 14 |
| Base Salary | 14 |
| Summary Compensation Table | 14 |
| Outstanding Equity Awards at December 31, 2024 | 15 |
| Pay versus Performance | 16 |
| Employment Agreements | 17 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 22 |
| AUDIT COMMITTEE REPORT | 23 |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 2) | 24 |
| ADJOURNMENT OF THE ANNUAL MEETING IF NECESSARY TO PERMIT FURTHER SOLICITATION OF PROXIES (Proposal No. 3) | 25 |
| FUTURE SHAREHOLDER PROPOSALS | 26 |
| OTHER BUSINESS | 27 |
| ADDITIONAL INFORMATION | 27 |
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7660 Centurion Parkway, Suite 100
Jacksonville, Florida 32256
(904) 296-2807
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