DIGITAL ALLY, INC.
For the period ended Nov 24, 2025. Filed Nov 24, 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.
Nov 24, 2025 · Filed Nov 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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 Pursuant to Rule 14a-12 |
Digital Ally, 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 the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
6366 College Blvd.
Overland Park, KS 66211
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on December 19, 2025
The Notice of Annual Meeting and the Proxy Statement
are available at:
https://www.digitalallyinc.com/investor-relations/
DIGITAL ALLY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON December 19, 2025
November 24, 2025
To our Stockholders:
NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the “Annual Meeting”) of Digital Ally, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), will be held on December 19, 2025 at 1:00 p.m., Central Time, at the Company’s offices at 6366 College Blvd., Overland Park, KS 66211 for the following purpose:
| 1. | To elect four directors; |
| 2. | To ratify the appointment of Victor Mokuolu CPA PLLC as our independent registered public accounting firm; |
| 3. | To approve the transactions contemplated by the securities purchase agreement, entered into as of September 15, 2025, by and between the Company and a certain institutional investor, including, the issuance of 20% or more of our outstanding shares of our Common Stock, par value $0.001 per share (“Common Stock”) upon (i) conversion of the senior secured convertible notes due September 15, 2026, and (ii) exercise of the Common Stock Purchase Warrants dated September 15, 2025. |
| 4. | To approve the transactions contemplated by the Common Stock purchase agreement, entered into as of September 15, 2025, as amended by the First Amendment to the Common Stock Purchase Agreement, entered into as of November 7, 2025 (collectively, the “ELOC Purchase Agreement”), by and between the Company and a certain institutional investor, including, the issuance of 20% or more of our outstanding shares of Common Stock pursuant to the ELOC Purchase Agreement. |
| 5. | To approve the amendment to the 2022 Digital Ally, Inc. Stock Option and Restricted Stock Plan which increases the number of shares reserved for issuance under such Plan by 375,000 shares of Common Stock; |
| 6. | To approve a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers; |
| 7. | To approve a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation; |
| 8. | To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof. |
The foregoing proposals are more fully described in the proxy statement that is attached and made a part of this notice of Annual Meeting (the “Proxy Statement”). Only stockholders of record of shares of Common Stock at the close of business on November 10, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
All stockholders who are record or beneficial owners of shares of Common Stock as of the Record Date are cordially invited to attend the Annual Meeting in person. Your vote is important regardless of the number of shares of Common Stock that you own. When you arrive at the Annual Meeting, you must present photo identification, such as a driver’s license. Beneficial owners of shares of Common Stock also must provide evidence of their holdings of such shares as of the Record Date, such as a recent brokerage account or bank statement.
Whether or not you expect to attend the Annual Meeting, it is important that your shares of Common Stock be represented and voted during the Annual Meeting. We urge you to promptly complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Annual Meeting if you would check the box on the form of proxy if you plan on attending the Annual Meeting. You may also vote by proxy (i) via the Internet or (ii) by telephone using the instructions provided in the enclosed proxy card. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Please be advised that if you are not a record or beneficial owner of shares of Common Stock on the Record Date, you are not entitled to vote and any proxies received from persons who are not record or beneficial owners of shares of Common Stock on the Record Date will be disregarded.
Thank you for your ongoing support of, and continued interest in, Digital Ally.
Sincerely,
/s/ Stanton E. Ross
Stanton E. Ross
Chief Executive Officer and
Chairman of the Board
If your shares are held in street name, you must request an admission ticket in advance by mailing a request, along with proof of your ownership of shares of Common Stock, as of the Record Date, to the Company, 6366 College Blvd., Overland Park, KS 66211, telephone (913) 814-7774, Attention: Corporate Secretary. Proof of ownership would be a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date. An individual arriving without an admission ticket will not be admitted unless it can be verified that the individual was a Company stockholder as of the Record Date.
Backpacks, cameras, recording equipment and other electronic recording devices will not be permitted at the Annual Meeting. Cell phones will be permitted in the meeting venue but may not be used for any purpose at any time while in the meeting venue. The Company reserves the right to inspect any persons or items prior to their admission to the Annual Meeting. Failure to follow the meeting rules or permit inspection will be grounds for exclusion from the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY VOTE VIA INTERNET OR BY TELEPHONE, OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| INFORMATION CONCERNING SOLICITATION AND VOTING | 1 |
| Stockholder List | 6 |
| Our Voting Recommendations | 6 |
| Voting Results | 6 |
| Deadline For Receipt Of Rule 14a-8 Stockholder Proposals For 2025 Annual Meeting Of Stockholders | 6 |
| Other Matters | 6 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 7 |
| Nominees | 7 |
| Vote Required and Board Recommendation | 8 |
| Board of Directors and Committee Meetings | 8 |
| Committees of the Board of Directors | 9 |
| Board of Directors’ Role in the Oversight of Risk Management | 11 |
| Board Leadership Structure | 12 |
| Stockholder Communication with the Board of Directors | 12 |
| Policy for Director Recommendations and Nominations | 12 |
| Code of Ethics and Conduct | 13 |
| Director Compensation | 13 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 15 |
| EXECUTIVE COMPENSATION AND RELATED INFORMATION | 15 |
| Summary Compensation Table | 15 |
| All Other Compensation Table | 16 |
| Grants of Plan-Based Awards | 18 |
| Employment Contracts, Termination of Employment and Change-in-Control Arrangements | 18 |
| Retention Agreements | 18 |
| Retention Agreement Compensation | 18 |
| Outstanding Equity Awards at Fiscal Year-End | 20 |
| Option Exercises and Restricted Stock Vested | 21 |
| Stock Option and Restricted Stock Grants | 21 |
| INFORMATION REGARDING PLANS AND OTHER ARRANGEMENTS NOT SUBJECT TO SECURITY HOLDER ACTION | 22 |
| Securities Authorized for Issuance under Equity Compensation Plans | 22 |
| Equity Compensation Plan Information | 23 |
| Pay Versus Performance | 23 |
| PEO Equity Award Adjustment Breakout | 24 |
| Non-PEO Equity Award Adjustment Breakout | 24 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 25 |
| TRANSACTIONS WITH RELATED PERSONS | 25 |
| PROPOSAL TWO: TO RATIFY THE APPOINTMENT OF VICTOR MOKUOLU CPA PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 27 |
| Vote Required and Board Recommendation | 27 |
| REPORT OF THE AUDIT COMMITTEE | 28 |
| Review and Discussion with Management | 28 |
| Review and Discussion with Independent Registered Public Accounting Firm Conclusion | 28 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 |
| PROPOSAL THREE: APPROVAL OF THE NOTE AND WARRANT PROPOSAL | 30 |
| Summary | 30 |
| Background | 30 |
| Effect on Issuance of Additional Securities | 31 |
| Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval | 31 |
| Additional Information | 31 |
| Vote Required and Recommendation | 31 |
| PROPOSAL FOUR: APPROVAL TO ISSUE ALL OF THE PURCHASE SHARES IN CONNECTION WITH THE COMMITTED EQUITY FINANCING | 32 |
| Summary | 32 |
| Background | 32 |
| Effect on Issuance of Additional Securities | 34 |
| Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval | 35 |
| Additional Information | 35 |
| Vote Required and Recommendation | 35 |
| PROPOSAL FIVE: TO AMEND THE 2022 DIGITAL ALLY, INC. STOCK OPTION AND RESTRICTED STOCK PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN BY 375,000 SHARES TO 375,045 SHARES. | 36 |
| Summary of Amendment to the 2022 Stock Option and Restricted Stock Plan | 36 |
| Vote Required and Recommendation | 39 |
| PROPOSAL SIX: A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS | 40 |
| Summary | 40 |
| Vote Required and Recommendation | 40 |
| PROPOSAL SEVEN: A NON-BINDING ADVISORY PROPOSAL ON THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION | 41 |
| Summary | 41 |
| Vote Required and Recommendation | 41 |
| ADVANCE NOTICE PROVISION FOR STOCKHOLDER PROPOSALS AND NOMINATIONS | 42 |
| Appendix A -The Digital Ally, Inc. 2023 Stock Option and Restricted Stock Plan | A-1 |
Cautionary Note Regarding Forward Looking Statements
Certain statements in this Proxy Statement may be considered to be “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. In particular, these forward-looking statements include, among others, statements about, opportunities for and growth of our business, our plans regarding product development and enhancements, and our expectations regarding profitability. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements speak only as of the date of this Proxy Statement. We assume no obligation to, and do not necessarily intend to, update these forward-looking statements.
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DIGITAL ALLY, INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.