[8-K] Daktronics Inc Reports Material Event

Rhea-AI Filing Summary

Daktronics, Inc. held its 2025 Annual Meeting on September 3, 2025. Of 49,120,799 outstanding shares entitled to vote, 44,925,567 shares (91.5%) were represented in person or by proxy, constituting a quorum. The company elected its slate of directors to three-year terms expiring in 2028 and reported that the proposed "2025 Plan" and additional shares for issuance thereunder were approved. A summary of the 2025 Plan appears in the company proxy statement and the full plan text is filed as Exhibit 10.1.

Positive

• Quorum achieved with 44,925,567 shares represented, equal to 91.5% participation of outstanding shares
• Directors elected to three-year terms through 2028, indicating continuity of the board
• 2025 Equity Plan approved, as summarized in the proxy and filed as Exhibit 10.1

Negative

• None.

Insights

Corporate Governance Expert

TL;DR The meeting results show routine governance actions: directors re-elected and a shareholder-approved equity plan, with strong shareholder turnout.

The reported 91.5% representation indicates high shareholder engagement for a routine annual meeting. Election of directors to three-year terms is a standard governance outcome; the filing does not provide vote tallies by director or details of any contested races, so no assessment of director support levels can be made from the text provided. Approval of the 2025 Plan and additional shares is material for dilution and compensation purposes, but the filing only references the plan summary and Exhibit 10.1 rather than stating share counts or specific plan terms.

Securities Analyst

TL;DR Results are procedural and neutral: quorum met, directors elected, and an equity plan approved; material financial impact is not disclosed here.

The filing confirms corporate actions were completed at the annual meeting but supplies limited quantitative detail beyond total shares outstanding, shares represented, and the quorum percentage. There is no disclosure here of the number of shares approved under the 2025 Plan, vote breakdowns for director elections, or any financial metrics that would allow assessment of dilution or executive compensation impact. Investors should consult the referenced proxy statement and Exhibit 10.1 for substantive plan terms and vote tallies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 3, 2025

Daktronics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware			001-38747			46-0306862
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

201 Daktronics Drive

Brookings, SD 57006

(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
Common Stock, $0.00001 Par Value			DAKT			Nasdaq Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On September 3, 2025, at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Daktronics, Inc. (the “Company”), the stockholders of the Company approved the Daktronics, Inc. 2025 Stock Incentive Plan (the "2025 Plan"). As disclosed in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 14, 2025 (the “Proxy Statement”), the 2025 Plan replaces the Daktronics, Inc. 2020 Stock Incentive Plan. The 2025 Plan was approved, subject to approval by the Company’s stockholders at the 2025 Annual Meeting, by the Company’s Board of Directors on July 28, 2025. The effective date of the 2025 Plan is September 3, 2025.

A summary of the 2025 Plan is set forth in our Proxy Statement, which summary is incorporated by reference herein. The summary and foregoing description of the 2025 Plan are qualified in their entirety by reference to the text of the 2025 Plan, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On September 3, 2025, the Company held the 2025 Annual Meeting. Of the 49,120,799 shares of the Company's common stock outstanding and entitled to vote at the 2025 annual Meeting, 44,925,567 shares, or 91.5 percent, which constituted a quorum, were represented in person or by proxy at the 2025 Annual Meeting.

(b) The results of the votes on the proposals at the 2025 Annual Meeting were as follows:

Proposal 1. Election of Directors. Each of the following individuals was elected as a director of the Company to serve a three-year term that expires on the date of the Annual Meeting of Stockholders in 2028 or until his or her successor is duly elected and qualified:

						Number of Shares Voted
Director Nominee						For						Against						Abstain						Broker Non-Votes
Andrew D. Siegel						36,930,503						976,194						191,463						6,827,404
Howard I. Atkins						37,285,092						597,220						215,852						6,827,404
Mark F. Bowser						37,362,631						358,907						376,626						6,827,404
Neil D. Glat						37,443,764						276,646						377,755						6,827,404

Proposal 2. Advisory (non-binding) approval of the Company's compensation of its named executive officers. Advisory (non-binding) approval of the Company's compensation of its named executive officers. The stockholders

approved, on a non-binding and advisory basis, the compensation of the Company's named executive officers for the Company’s 2025 fiscal year, as further described in the Proxy Statement:

Number of Shares Voted
For						Against						Abstain						Broker Non-Votes
33,655,918						4,187,473						254,772						6,827,404

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 the Company's 2026 fiscal year was ratified by the following vote:

Number of Shares Voted
For						Against						Abstain						Broker Non-Votes
44,419,996						449,405						56,166						—

Proposal 4. Approval of the Daktronics, Inc. 2025 Stock Incentive Plan to provide for additional shares for future equity grants to the Company's employees, directors, and other participants. The proposal to approve the 2025 Plan and additional shares for issuance thereunder was approved by the following vote:

Number of Shares Voted
For						Against						Abstain						Broker Non-Votes
35,718,823						2,350,757						28,583						6,827,404

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
10.1						Daktronics Inc. 2025 Stock Incentive Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 14, 2025).
104						Cover page Interactive Data File (embedded within the Inline XBRL document)

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/ Howard I. Atkins

Howard I. Atkins, Acting Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: September 5, 2025

FAQ

How many Daktronics (DAKT) shares were represented at the 2025 Annual Meeting?

A total of 44,925,567 shares were represented, equal to 91.5% of the 49,120,799 outstanding shares entitled to vote.

Were the Daktronics directors re-elected at the 2025 Annual Meeting?

Yes. The filing states that the listed individuals were elected as directors to serve three-year terms expiring in 2028.

Was the Daktronics 2025 Plan approved by shareholders?

Yes. The proposal to approve the 2025 Plan and additional shares for issuance thereunder was approved, per the filing.

Where can I find the full terms of the Daktronics 2025 Plan?

The filing notes that a summary appears in the company proxy statement and that the full plan text is filed as Exhibit 10.1.

Does this filing disclose vote tallies for each proposal or director?

No. The provided text does not include specific vote counts or percentages for each director or proposal beyond the overall approval statement for the 2025 Plan.