Daktronics Files Preliminary Proxy Statement for Special Meeting of Shareholders

3 months ago 16

Shareholders to Vote connected a Proposal to Reincorporate the Company successful Delaware

Reaffirms Commitment to Maintaining Headquarters and Operations successful South Dakota

BROOKINGS, S.D., Jan. 21, 2025 (GLOBE NEWSWIRE) -- Daktronics, Inc. (Daktronics, the Company, we oregon us) (NASDAQ-DAKT), the starring U.S.-based decorator and shaper of best-in-class dynamic video connection displays and power systems for customers worldwide, contiguous announced that the Company has filed a preliminary proxy connection and plans to clasp a peculiar gathering of shareholders (the Special Meeting) to see and ballot upon a connection to alteration the Company's jurisdiction of incorporation from South Dakota to Delaware.

We are arrogant of our agelong past successful South Dakota and stay committed to maintaining our office and operations successful the state, said Reece Kurtenbach, Daktronics' Chairman, President and Chief Executive Officer. As our concern has grown and go much complex, we person travel to admit the value of evolving our firm governance structure. Delaware is the ineligible domicile for astir large, publically traded companies, and its firm instrumentality is good understood, wide and predictable and provides beardown shareholder rights and protections. We judge changing our ineligible domicile to Delaware “ without making immoderate different structural changes to our worker base, facilities, operations oregon commitments to our communities “ supports our ongoing concern translation program and enables america to heighten the rights of our shareholders portion continuing to payment from the exemplary enactment ethic and ingenuity of our South Dakota employees.

Reincorporation volition supply an accidental for the Company to marque firm governance enhancements “ including a bulk voting modular for uncontested manager elections, proxy entree and a conventional, statutory voting strategy for manager elections “ which volition guarantee holders of the bulk of shares are capable to elite a cohesive Board of Directors and destruct the hazard that a number radical of shareholders tin hand-pick a faction of directors they judge volition correspond their peculiar interests.

South Dakota has been Daktronics' location since 1968, erstwhile the Company was founded by Drs. Aelred Kurtenbach and Duane Sander, 2 professors astatine South Dakota State University, to capitalize connected engineering endowment graduating successful South Dakota. The Company has its roots successful this mission, and Daktronics' maturation from a small, section institution to a satellite person successful the show manufacture has been fueled chiefly by this endowment excavation arsenic it has expanded into the planetary marketplace.

Today, much than fractional of the Company's astir 3,000 employees enactment successful South Dakota. Daktronics proudly ranks among South Dakota's largest employers and intends to proceed to put successful its radical and communities to support its beardown beingness successful the state.

Mr. Kurtenbach added, While Daktronics' ineligible jurisdiction whitethorn change, our location volition not. Our firm headquarters, on with important manufacturing, engineering, income and work facilities and the immense bulk of our employees, volition stay successful South Dakota, wherever we person been for much than 50 years.

Further details astir the Special Meeting volition beryllium included successful the Company's definitive proxy materials to beryllium distributed to each shareholders eligible to ballot astatine the Special Meeting. The Company encourages each shareholders to cautiously reappraisal those materials erstwhile they are available.

If you person immoderate questions oregon necessitate immoderate assistance with voting your shares, delight interaction our proxy solicitor, Alliance Advisors, LLC, astatine (833) 215-7293 oregon dakt@allianceadvisors.com.

About Daktronics

Daktronics has beardown enactment positions in, and is the world's largest supplier of, large-screen video displays, physics scoreboards, LED substance and graphics displays, and related power systems. The Company excels successful the power of show systems, including those that necessitate integration of aggregate analyzable displays showing real-time information, graphics, animation, and video. Daktronics designs, manufactures, markets and services show systems for customers astir the satellite successful 4 home concern units: Live Events, Commercial, High School Park and Recreation, and Transportation, and 1 International concern unit. For much information, sojourn the Company's website at: www.daktronics.com.

Safe Harbor Statement

Cautionary Notice: In summation to statements of humanities fact, this quality merchandise contains forward-looking statements wrong the meaning of the Private Securities Litigation Reform Act of 1995 and is intended to bask the extortion of that Act. These forward-looking statements bespeak the Company's expectations oregon beliefs concerning aboriginal events. The Company cautions that these and akin statements impact hazard and uncertainties which could origin existent results to disagree materially from our expectations, including, but not constricted to, changes successful economical and marketplace conditions, absorption of growth, timing and magnitude of aboriginal contracts and orders, fluctuations successful margins, the instauration of caller products and technology, the interaction of adverse upwind conditions, accrued regulation, and different risks described successful the Company's filings with the U.S. Securities and Exchange Commission (the SEC), including its Annual Report connected Form 10-K for its 2024 fiscal year. Forward-looking statements are made successful the discourse of accusation disposable arsenic of the day stated. The Company undertakes nary work to update oregon revise specified statements to bespeak caller circumstances oregon unanticipated events arsenic they occur.

Important Additional Information

The Company intends to record a definitive proxy connection (the Proxy Statement) and a proxy paper with the SEC successful transportation with the solicitation of proxies for a Special Meeting of Shareholders of the Company (the Special Meeting). SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING PROXY CARD, AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING. Shareholders volition beryllium capable to get the Proxy Statement, immoderate amendments oregon supplements to the Proxy Statement, and different documents filed by the Company with the SEC astatine nary complaint astatine the SEC's website astatine www.sec.gov. Copies volition besides beryllium disposable astatine nary complaint astatine the Company's website astatine https://investor.daktronics.com/.

Participant Information

The Company, its directors, and definite of its enforcement officers (as acceptable distant below) are deemed to beryllium participants (as defined successful Section 14(a) of the Securities Exchange Act of 1934, arsenic amended) successful the solicitation of proxies from the Company's shareholders successful transportation with the matters to beryllium considered astatine the Special Meeting. Information astir the compensation of our named enforcement officers and our autarkic directors is acceptable distant successful the sections titled Executive Compensation and Fiscal Year 2024 Director Compensation successful the Company's definitive proxy connection connected Schedule 14A for the Company's 2024 Annual Meeting of Shareholders, filed connected August 5, 2024 (the 2024 Definitive Proxy), commencing connected pages 23 and 16, respectively, and is disposable here. Information regarding the participants' holdings of the Company's securities tin beryllium recovered successful the conception titled Security Ownership of Certain Beneficial Owners and Management successful the 2024 Definitive Proxy commencing connected leafage 4 and is disposable here, and arsenic updated successful the filings referenced successful the array below. Supplemental accusation regarding the holdings of the Company's securities tin beryllium recovered successful the SEC filings connected Forms 3 and 4, and arsenic referenced successful the array below, and specified filings are disposable connected the Company's website astatine https://investor.daktronics.com/ oregon done the SEC's website astatine www.sec.gov. Updated accusation regarding the individuality of imaginable participants, and their nonstop oregon indirect interests, by information holdings oregon otherwise, volition beryllium acceptable distant successful the conception titled Security Ownership of Certain Beneficial Owners and Management of the Proxy Statement and different materials to beryllium filed with the SEC successful transportation with the Special Meeting.

Directors
Name OwnershipFiling DateFiling TypeHyperlink
Howard I. Atkins 31,14609/11/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000109/xslF345X05/wk-form4_1726088979.xml
Lance D. Bultena 43,50509/11/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000106/xslF345X05/wk-form4_1726088917.xml
John P. Friel 87,57312/13/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000160/xslF345X05/wk-form4_1734127402.xml
Dr. José-Marie Griffiths 57,49509/11/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000104/xslF345X05/wk-form4_1726088863.xml
Reece A. Kurtenbach
(Chairman, President, and Chief Executive Officer)
576,96401/21/2025Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577925000035/xslF345X05/wk-form4_1737457597.xml
Kevin P. McDermott 94,464.92509/11/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000103/xslF345X05/wk-form4_1726088801.xml
Andrew D. Siegel
(Lead Independent (LON:) Director)
197,09109/11/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000110/xslF345X05/wk-form4_1726089039.xml
07/24/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000041/xslF345X05/wk-form4_1721860414.xml
Shereta D. Williams 43,50509/11/2024Form 4https://www.sec.gov/Archives/edgar/data/915779/000091577924000112/xslF345X05/wk-form4_1726089145.xml

For much accusation contact:

INVESTOR RELATIONS:
Sheila M. Anderson, Chief Financial Officer
Tel (605) 692-0200
Investor@daktronics.com

Alliance Advisors IR
Carolyn Capaccio / Jody Burfening
DAKTIRTeam@allianceadvisors.com

MEDIA:
Gagnier Communications
Riyaz Lalani / Lindsay (NYSE:) Barber
Daktronics@gagnierfc.com

Source: Daktronics, Inc.

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