DAKTRONICS INC /SD/

Cooperation Agreement with Alta Fox

On March 3, 2025, the Company and Alta Fox entered into a Cooperation Agreement (the “Cooperation Agreement”), pursuant to which the Company increased the size of the Board by one seat and appointed Peter Feigin to the Board with a term expiring at the Company’s 2027 annual meeting of shareholders and to the Transformation Committee of the Board. The Company also amended the South Dakota Bylaws to require a Lead Independent Director of the Board to be selected by the Independent Directors (as defined in the Cooperation Agreement) if the Chairperson of the Board is not an Independent Director.

Pursuant to the Cooperation Agreement, Alta Fox agreed to cease its solicitation in opposition to the Reincorporation Proposal at the Special Meeting that was previously disclosed by Alta Fox in a preliminary proxy statement filed with the SEC on January 31, 2025. Alta Fox also agreed to dismiss with prejudice all claims against the Company and its directors and/or officers, including, without limitation, the lawsuit Alta Fox filed against the Company and Reece A. Kurtenbach in the United States District Court for the District of South Dakota, Southern Division, on February 4, 2025, seeking, among other relief, declaratory and injunctive relief preventing the Company from holding the Special Meeting and soliciting proxies from the Company’s shareholders on the Reincorporation Proposal (the “Alta Fox Lawsuit”).

Alta Fox has also agreed, during the term of the Cooperation Agreement, to vote all shares of Common Stock that it beneficially owns: (i) in favor of the Reincorporation Proposal at the Special Meeting; and (ii) in accordance with the Board’s recommendations on other proposals, subject to certain exceptions. Alta Fox has also agreed to certain customary standstill provisions under the Cooperation Agreement prohibiting it from, among other things: (i) acquiring, in the aggregate, beneficial ownership of more than 5,973,599 shares of Common Stock; (ii) soliciting proxies; (iii) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Company; and (iv) taking actions to change or influence the Board, management, or the direction of certain Company matters.

In connection with the Cooperation Agreement, the Company has also agreed to: (i) engage an independent compensation consultant by March 31, 2025; (ii) hold an investor day prior to December 31, 2025; and (iii) notre-nominate at least one of the Company’s incumbent directors at the Company’s 2025 annual meeting of shareholders. Additionally, pursuant to the Cooperation Agreement and as discussed above under the section titled “Effects of Reincorporation,” the Company amended the Rights Agreement to accelerate the Final Expiration Date (as defined in the Rights Agreement) to March 3, 2025.

Alta Fox and the Company have agreed to release each other from any claims except for those arising out of the Cooperation Agreement. The Cooperation Agreement also contains certain non-disparagement provisions. Further, the Company agreed to pay Alta Fox an amount not to exceed $1,200,000 in exchange for Alta Fox’s release of claims against the Company, the dismissal with prejudice of the Alta Fox Lawsuit, and as reimbursement for Alta Fox’s reasonable, well-documented, out-of-pocket fees and expenses incurred in connection with the Cooperation Agreement.

The foregoing is not a complete description of the terms of the Cooperation Agreement. For a further description of the terms of the Cooperation Agreement, including a copy of the Cooperation Agreement, please see the Current Report on Form 8-K filed by the Company with the SEC on March 3, 2025.

Shareholders Entitled to Vote; Record Date

Only shareholders of record at the close of business the Record Date are entitled to notice of and to vote at the Special Meeting. As of the Record Date, there were 52,337,125 shares of Common Stock outstanding and entitled to vote held by 816 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 materials 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 reasonableout-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 andout-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 associates 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 brokernon-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 onnon-routine matters. If their customers do not give any direction, brokers and other intermediaries may vote the shares on routine matters, but not onnon-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 “brokernon-votes” with respect to that proposal.

All of the proposals to be voted on at the Special Meeting arenon-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 brokernon-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 brokernon-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:

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 Card, 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 named on the Proxy Card 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 in connection with the Special Meeting may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by: