UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2022
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices, and Zip Code)
(605 ) 692-0200
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On September 7, 2022, the Company held its Annual Meeting of Shareholders for fiscal 2022 (“2022 Annual Meeting”). Of the 45,033,839 shares of the Company's common stock outstanding and entitled to vote at the 2022 Annual Meeting, 39,017,214 shares, or 86.6 percent, which constituted a quorum, were represented at the 2022 Annual Meeting.
(b) The results of the votes on the proposals at the 2022 Annual Meeting were as follows
Proposal 1. Election of Directors. The following individuals were elected as directors by the following vote, each to serve a three-year term that expires on the date of the Annual Meeting of Shareholders in 2025 or until his or her successor is duly elected:
| Number of Shares Voted | ||||||||||||||||||||
| Director Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Kevin P. McDermott | 26,741,233 | 1,319,540 | 10,956,441 | |||||||||||||||||
| Andrew Siegel | 26,380,107 | 1,680,666 | 10,956,441 | |||||||||||||||||
Proposal 2. Advisory (non-binding) approval of the Company's executive compensation. The shareholders approved the compensation of the Company's executive officers as described in its proxy statement for the 2022 Annual Meeting by the following advisory vote:
| Number of Shares Voted | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 25,474,782 | 2,084,535 | 501,454 | 10,956,443 | |||||||||||||||||
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for fiscal 2023 was ratified by the following vote:
| Number of Shares Voted | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 38,921,349 | 77,689 | 18,176 | — | |||||||||||||||||
Proposal 4. Amendment to our Employee Stock Purchase Plan ("ESPP"). The approval of an amendment to the ESPP to increase the number of shares authorized under the ESPP to 5,500,000 (an increase of 1,500,000 shares) was approved by the following vote:
| Number of Shares Voted | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 27,277,314 | 655,356 | 128,103 | 10,956,441 | |||||||||||||||||
Proposal 5. Approval of our Shareholder Rights Agreement. The Shareholder Rights Agreement was approved by the following vote.
| Number of Shares Voted | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 19,598,742 | 8,115,576 | 346,455 | 10,956,441 | |||||||||||||||||
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits. The exhibits identified in the attached Exhibit Index are filed as part of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
DAKTRONICS, INC. | ||||||||
| By: /s/ Sheila M. Anderson | ||||||||
Sheila M. Anderson, Chief Financial Officer | ||||||||
Date: September 9, 2022 | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |||||||