dakt-20250813

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934


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Filed by a Party other than the Registrant			☐

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Daktronics, Inc.

(Name of Registrant as Specified in its Charter)

____________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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DAKTRONICS, INC.

201 Daktronics Drive

Brookings, South Dakota 57006

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

September 3, 2025


Time	4:30 p.m. Central Daylight Time on Wednesday, September 3, 2025

Place	Daktronics, Inc. (the “Company,” “we,” or “us”)
	201 Daktronics Drive
	Brookings, South Dakota 57006

Items of Business	1.	To elect four directors of the Company (“Directors”) to serve for a three-year term that expires on the date of the Annual Meeting of Stockholders in 2028 or until their successors are duly elected and qualified.
	2.	To approve, on an advisory (non-binding) basis, the Company's compensation of its named executive officers.
	3.	To ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the Company for fiscal 2026.
	4.	To approve 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.

Recommendations	THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3, AND PROPOSAL 4.

Record Date	You are entitled to notice of and to vote at the Company's 2025 Annual Meeting of Stockholders to be held on September 3, 2025 (the "Annual Meeting") if you were a stockholder of record at the close of business on July 16, 2025.

Annual Meeting	All stockholders are invited to attend the Annual Meeting in person with proof of ownership, such as your last broker or EQ Stockholder Services statement, and government-issued identification.

Voting by Proxy	Even if you plan to attend the Annual Meeting, please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Stockholders may vote their shares:
	1.	over the Internet;
	2.	by written ballot at the Annual Meeting;
	3.	by telephone; or
	4.	by mail.

	For specific instructions, refer to the "Proxy Procedure" section of the proxy statement related to the Annual Meeting (the "Proxy Statement") or to the voting instructions on the proxy card for the Annual Meeting (the "Proxy Card"), both of which accompany this Notice of Annual Meeting of the Stockholders (this "Notice").

THE PROXY STATEMENT AND THE PROXY CARD ARE FIRST BEING DISTRIBUTED TO STOCKHOLDERS ON OR ABOUT AUGUST 14, 2025.


			By Order of the Board of Directors,

			Carla S. Gatzke
			Secretary

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE DAKTRONICS, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 3, 2025.

This Notice, the Proxy Statement, the Proxy Card and our Fiscal 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended April 26, 2025, are available at our cookies-free website at www.investor.daktronics.com.

Daktronics, Inc.

Table of Contents


						Pages
GENERAL MATTERS						1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						4

PROPOSAL ONE - ELECTION OF DIRECTORS						6

PROPOSAL TWO - ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS						11

PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						12

PROPOSAL FOUR - APPROVAL OF THE 2025 STOCK INCENTIVE PLAN						13

CORPORATE GOVERNANCE						16

DELINQUENT SECTION 16(A) REPORTS						23

COMPENSATION DISCUSSION AND ANALYSIS						24

COMPENSATION COMMITTEE REPORT						29

EXECUTIVE COMPENSATION						30

AUDIT COMMITTEE REPORT						45

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS						45

AVAILABLE INFORMATION						45

APPENDIX A - 2025 STOCK INCENTIVE PLAN						47

APPENDIX B - NOTICE AND BALLOT						61

DAKTRONICS, INC.

PROXY STATEMENT

FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

GENERAL MATTERS

General

The enclosed form of proxy (the "Proxy Card") is solicited by and on behalf of the Board of Directors (the "Board" or "Board of Directors") of Daktronics, Inc., a Delaware corporation (the "Company," "Daktronics," "we," "us," or "our"), for use at the 2025 Annual Meeting of Stockholders and any adjournments or postponements thereof (the "Annual Meeting") scheduled to be held on Wednesday, September 3, 2025 at Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006 at 4:30 p.m. Central Time, for the purposes set forth in this proxy statement (this “Proxy Statement”) and in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”). This Proxy Statement and the accompanying Notice, Proxy Card, and Annual Report to Stockholders for the year ended April 26, 2025 (the “Annual Report”), which contains our Annual Report on Form 10-K for the year ended April 26, 2025 (the ‘Form 10-K”), are first being mailed to stockholders entitled to vote at the Annual Meeting on or about August 14, 2025.

Stockholders Entitled to Vote; Record Date

Only stockholders of record at the close of business on July 16, 2025 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 49,120,799 shares of our common stock, par value $0.00001 per share (“Common Stock”), outstanding and entitled to vote held by 800 stockholders of record. All stockholders are invited to attend the Annual Meeting in person with proof of ownership, such as the most recent broker or EQ Stockholder Services statement, and government-issued identification.

Important Notice Regarding the Availability of Proxy Materials

Pursuant to the rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials by sending you a full set of proxy materials. Under the full set delivery option, a company delivers paper copies of all proxy materials to each stockholder. The approximate date on which the proxy materials will first be mailed to our stockholders is on or about August 14, 2025. In addition to delivering proxy materials to stockholders, we are making copies of these materials available on our cookies-free website at www.daktronics.com by selecting "Investors" at the bottom of the website under "Our Company" and then "Annual Reports and Proxy" under the heading "Financial Information." Stockholders are encouraged to access and review the proxy materials before voting.

Voting at the Annual Meeting; Vote Requirements

The holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting, represented for any purpose at the Annual Meeting, will constitute a quorum for the transaction of business. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is present. Abstentions and broker non-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. Shares abstaining will be treated as not voted.

At the Annual Meeting, Directors will be elected in an uncontested election, meaning the number of nominees does not exceed the number of open seats. Pursuant to the Bylaws of Daktronics, Inc. (the “Bylaws”) and Delaware law, each Director-nominee in an uncontested election must receive a majority of the votes cast with respect to such Director-nominee’s election by holders of shares entitled to vote at the Annual Meeting in order to be duly elected. This means that the number of votes cast “FOR” a Director-nominee must exceed the number of votes cast “AGAINST” him or her. Only votes "for" or "against" will affect the outcome. Abstentions and broker non-votes will have no effect on the outcome of the election of Directors. 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 Annual Meeting at the time of the vote, either in person or by proxy, assuming a quorum is present, is required to approve the other proposals at the Annual Meeting. If an executed proxy is returned and the stockholder has abstained from voting on any matter, the shares represented by such proxy will be considered present at the Annual 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 Annual Meeting for purposes of determining a quorum but will not be considered to be represented at the Annual Meeting for purposes of calculating the vote with respect to such matter.

Counting Votes

The inspector of election appointed for the Annual Meeting will count the votes cast by proxy or in person at the Annual Meeting.

Brokers, banks, trustees, or other nominees who hold shares in street name for 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 on non-routine matters. If their customers do not give any direction, brokers and other intermediaries may vote the shares on routine matters, but not on non-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 "broker non-votes" with respect to that proposal.

Proposal One, Proposal Two, and Proposal Four are non-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 these proposals in this Proxy Statement. Proposal Three is a routine matter.

How Votes are Submitted

If the shares of Common Stock are held directly in the name of the stockholder, such stockholder can vote on matters to come before the Annual Meeting:


			•			by completing, dating and signing the Proxy Card and returning it to us in the postage-paid envelope provided for that purpose, if the stockholder has received a paper copy of a Proxy Card;


			•			by written ballot at the Annual Meeting;


			•			by telephone, by calling 1-866-804-9616; or


			•			by Internet, at www.aalvote.com/DAKT.

Stockholders 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 Annual Meeting. "Street name" stockholders 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 Daktronics, Inc. 401(k) Plan (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 Annual Meeting will be voted at the Annual 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 Annual 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 Securities Exchange Act of 1934, as amended (the "Exchange Act").

Revocability of Proxies

Any proxy given in connection with the Annual Meeting may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by:


			•			delivering a written notice of revocation to the Secretary of the Company;


			•			submitting another proxy bearing a later date;


			•			voting by telephone or via the Internet after a prior telephone or Internet vote; or


			•			attending the Annual Meeting and voting in person (although attendance at the Annual Meeting alone will not itself revoke a proxy).

Appraisal or Dissenters' Rights

Pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), stockholders are not entitled to appraisal rights or dissenters’ rights with respect to the matters to be considered at the Annual Meeting.

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 material to such beneficial owners. Our Directors, officers and other 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 reasonable out-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 $47,000 plus approved disbursements and out-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 Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy materials for consideration at the next annual meeting of our stockholders by submitting their proposals to us in a timely manner. In order to be included in the proxy materials for the next annual meeting, stockholder proposals must be received by us no later than April 16, 2026 and must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act. If a stockholder would like to nominate a Director or bring other business before the stockholders at the next annual meeting of our stockholders without including the proposal in our proxy statement, we must receive notice of the proposal on or before June 29, 2026, and the stockholder must otherwise comply with Rule 14a-4(c) under the Exchange Act. Notices of intention to present proposals at the 2026 annual meeting of stockholders should be addressed to the Corporate Secretary, Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006.

At the date of this Proxy Statement, the Company knows of no other business that may be presented at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxies to vote the proxy in accordance with their best judgment to the extent permitted under Rule 14a-4(c) of the Exchange Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of Common Stock by: (i) each of our Directors; (ii) each of the Named Executive Officers as defined in this Proxy Statement; (iii) all executive officers of the Company and Directors as a group; and (iv) each stockholder who is known by us to beneficially own more than five percent of our outstanding shares of Common Stock. The information is as of July 16, 2025, the Record Date, except as otherwise indicated in the notes to the table.


Name and Address of Beneficial Owners	Note	Amount and Nature of Beneficial Ownership(1)	Percentage of Outstanding Shares(2)
Principal Stockholders:	(3)
Alta Fox Opportunities Fund, LP	(4)	4,973,599	9.9	%
640 Taylor Street, Ste 2522
Fort Worth, TX 76102









The Vanguard Group	(5)	3,688,628	7.5	%
100 Vanguard Blvd
Malvern, PA 19355

Progeny 3, Inc.	(6)	2,650,037	5.4	%
5209 Lake Washington Blvd NE, Suite 200
Kirkland, WA 98033

Dr. Aelred J. Kurtenbach	(7)	2,585,267	5.3	%

Named Executive Officers and Directors:
Reece A. Kurtenbach	(8)(9)	580,135	1.2	%
Howard I. Atkins	(8)(10)	28,094	*


Kevin P. McDermott	(11)	94,465	*
John P. Friel	(12)	87,573	*
Dr. José-Marie Griffiths	(13)	57,495	*
Shereta D. Williams	(14)	43,505	*
Dr. Lance D. Bultena	(15)	43,505	*
Andrew D. Siegel	(16)	206,791	*
Peter Feigin	(17)	6,821	*
Sheila M. Anderson	(8)(18)	100,029	*
Bradley T. Wiemann	(8)(19)	129,601	*
Matthew J. Kurtenbach	(20)	311,661	*
Carla S. Gatzke	(21)	932,494	1.9	%
All Directors and all Executive Officers as a group (13 persons, consisting of those named above)		2,622,169	5.3	%

* Less than one percent


			(1)			Each person has sole voting and sole dispositive power with respect to all outstanding shares, except as noted. In computing the number of shares of Common Stock beneficially owned by our Directors, executive officers, and Alta Fox Opportunities Fund, LP ("Alta Fox Opportunities"), we included: (i) outstanding shares of Common Stock subject to options held by that person or group that are currently exercisable; (ii) options held by that person or group that are exercisable within 60 days of July 16, 2025; and (iii) restricted stock awards that are scheduled to vest within 60 days of July 16, 2025. We did not include these types of shares outstanding, however, for the purpose of computing the percentage ownership of any other person or group.


			(2)			Applicable percentage ownership is based on 49,120,799 shares of Common Stock outstanding as of July 16, 2025.


			(3)			To the Company's knowledge, except as noted in the table above, no person or entity is the beneficial owner of more than five percent of the outstanding shares of Common Stock.


			(4)			Data based on Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by Alta Fox Opportunities with the SEC on May 30, 2025, in which Alta Fox Opportunities reported that it beneficially owned these shares as of May 29, 2025. Also as set forth in Amendment No. 3, Alta Fox Opportunities does not have sole voting power or sole dispositive power with respect to any of the shares set forth in the table. In addition, as set forth in Amendment No. 3, and based on other information provided by Alta Fox Opportunities, the following persons may be deemed to be beneficial owners of the shares of Common Stock owned by Alta Fox Opportunities, and Alta Fox Opportunities shares voting and dispositive power with such persons as to such shares: Alta Fox GenPar, LP, as the general partner of Alta Fox; Alta Fox Equity, LLC, as the general partner of Alta Fox GenPar, LP; Alta Fox Capital Management, LLC, as the investment manager of Alta Fox Opportunities; and P. Connor Haley, as the sole owner, member, and manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC (such parties, collectively with Alta Fox Opportunities and its affiliates and associates, “Alta Fox”).


			(5)			Data based on an Amendment to Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on July 29, 2025 in which Vanguard reported that it beneficially owned these shares as of June 30, 2025. As set forth in the Schedule 13G/A, Vanguard has sole voting power as to zero of these shares, shared voting power as to 37,557 shares, sole dispositive power as to 3,612,884 shares, and shared dispositive power as to 75,744 shares.


			(6)			Data based on an Amendment to Schedule 13G/A filed by Progeny 3, Inc. (“Progeny”) with the SEC on July 3, 2025 in which Progeny reported that it beneficially owned these shares as of June 27, 2025. As set forth in the Amendment to Schedule 13G/A, Progeny has sole voting power as to 2,650,037 of these shares and sole dispositive power as to all 2,650,037 shares.


			(7)			Includes 762,352 shares held by his spouse, Irene Kurtenbach, and 721,675 shares held in Medary Creek LLLP. Medary Creek LLLP is a limited liability limited partnership of which Aelred and Irene Kurtenbach are the general partners. The address for Aelred and Irene Kurtenbach and Medary Creek LLLP is 47209 220th Street, Brookings, SD 57006. Aelred J. Kurtenbach is a founder of the Company and its former Chairperson, President and Chief Executive Officer.


			(8)			As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on March 5, 2025, effective as of the close of business on March 5, 2025: (i) Mr. Kurtenbach ceased to serve as President and Chief Executive Officer of the Company, and Mr. Wiemann was appointed Interim President and Chief Executive Officer of the Company; and (ii) Mr. Atkins was appointed Acting Chief Financial Officer and Chief Transformation Officer of the Company, succeeding Ms. Anderson, who continues to serve as the Chief Data and Analytics Officer of the Company. The data in the above table reflects the beneficial ownership of such persons as of July 16, 2025 and does not reflect any changes to their respective holdings occurring in connection with the foregoing leadership changes.


			(9)			Includes 17,400 shares held by his spouse.


			(10)			Includes 7,160 shares of restricted stock which vest on August 23, 2025.


			(11)			Includes 7,160 shares of restricted stock which vest on August 23, 2025.


			(12)			Includes 7,160 shares of restricted stock which vest on August 23, 2025.

			(13)			Includes 7,160 shares of restricted stock which vest on August 23, 2025.


			(14)			Includes 7,160 shares of restricted stock which vest on August 23, 2025.


			(15)			Includes 7,160 shares of restricted stock which vest on August 23, 2025.


			(16)			Includes 7,160 shares of restricted stock which vest on August 23, 2025 and 163,345 shares owned by Prairieland Holdco, LLC ("PLH"). Mr. Siegel is the sole member and president of Prairieland MM, LLC. which is the manager of PLH.


			(17)			Includes 6,821 shares of restricted stock which vest on August 23, 2025.


			(18)			Includes 53,707 shares subject to options, 8,515 shares held through the 401(k) Plan and 1,973 shares of restricted stock which vest within 60 days from July 16, 2025.


			(19)			Includes 30,207 shares subject to options and 2,200 shares of restricted stock which vest within 60 days from July 16, 2025.


			(20)			Includes 26,000 shares held by his children and 2,200 shares of restricted stock which vest within 60 days from July 16, 2025.


			(21)			Includes 51,817 shares subject to options, 182,930 shares held through the 401(k) Plan, and 1,973 shares of restricted stock with which vest within 60 days from July 16, 2025.

PROPOSAL ONE

ELECTION OF DIRECTORS

General

The Board currently consists of nine individuals divided into three classes, with eight individuals serving staggered three-year terms of office and one individual serving a two-year term of office. There are three Directors (Andrew D. Siegel, Kevin P. McDermott, and Howard I. Atkins) whose terms will expire at the Annual Meeting; two Directors (Dr. José-Marie Griffiths and Dr. Lance D. Bultena) whose terms will expire in 2026; and four Directors (John P. Friel, Reece A. Kurtenbach, Shereta D. Williams, and Peter Feigin) whose terms will expire in 2027.

The Nominating and Corporate Governance Committee of the Board (the "Nominating Committee") has recommended to the Board that each of Andrew D. Siegel and Howard I. Atkins be nominated for re-election at the Annual Meeting for a three-year term that expires at the date of the Annual Meeting of Stockholders in 2028 or until their successor is duly elected and qualified, and the Board has approved the recommendation.

The Nominating Committee has also recommended to the Board that Mark F. Bowser and Neil D. Glat be nominated for election at the Annual Meeting for a three-year term that expires on the date of the Annual Meeting of Stockholders in 2028 or until their successor is duly elected and qualified, and the Board has approved the recommendations. In connection with the Nominating Committee’s recommendation regarding Messrs. Bowser and Glat’s nomination to the Board, the Nominating Committee also recommended an increase in the size of the Board from nine to 10 members. With respect to Mr. McDermott, the Board did not nominate him to stand for re-election pursuant to the Alta Fox Cooperation Agreement (as defined below). We are grateful to have benefited from Mr. McDermott’s expertise, valuable business insights, and strong commitment to the Company and our stockholders. Please see the section of this Proxy Statement below entitled “Proposal One – Election of Directors – Cooperation Agreements” for further information regarding the nomination decision with respect to Mr. McDermott.

Vote Required

See "General Matters – Voting at the Annual Meeting: Vote Requirements" for a description of the votes required for the election of Directors.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES NAMED BELOW FOR DIRECTORS.

Directors and Nominees for Director

The following table sets forth the name, age and certain other information about each nominee for Director as of the Record Date, including Mr. Siegel and Mr. Atkins, who are currently serving as Directors:

Name

Age

Principal Occupation

Committees Served On

Andrew D. Siegel

President of Prairieland Holdco, LLC and TLI Bedrock, LLC

Nominating Committee; Compensation Committee

Howard I. Atkins

Acting Chief Financial Officer and Chief Transformation Officer

Audit Committee; Compensation Committee; Temporary Special Committee

Mark F. Bowser

Retired Executive Vice President and Chief Financial Officer of Cox Automotive, Inc.

Neil D. Glat

Managing Member of NG Strategies, LLC

Each of the Company's nominees for Director has consented to (i) serve as a nominee, (ii) be named as a nominee in this Proxy Statement, and (iii) serve as a Director if elected. Except as described elsewhere in this Proxy Statement, none of our Directors or officers during the last fiscal year, Director nominees, or any of their respective associates have any substantial interest, directly or indirectly, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting, other than elections to office.

Nominees for Director

Andrew D. Siegel (59) has been a Director of the Company since September 2022 and has served on the Compensation Committee of the Board (the “Compensation Committee”) and Nominating Committee since September 2022. On October 17, 2023, Mr. Siegel was named by the Board as the Lead Independent Director (“Lead Independent Director”). On March 5, 2025, Mr. Siegel was named Chairman of the Board (“the Chair”). He currently manages PLH, whose sole member is TLI Bedrock, LLC ("TLI"), a private multi-strategy investment firm of which he is chief investment officer. In 2019, he co-founded and served as Executive Chairman of FourQ Systems, Inc., an enterprise financial technology company which was sold to Blackline, Inc. (NASDAQ:BL) in January 2022. Mr. Siegel was founding partner of Advance Venture Partners, the investment fund of global media company Advance Publications, Inc. He joined Advance in 2010 and, as Executive Vice President, Strategy and Corporate Development, was responsible for growth initiatives at the holding company and its operating units, including Condé Nast. He oversaw The Sports Business Journal/SBD until December 2019. Mr. Siegel joined Advance from Yahoo! Inc. (“Yahoo”), where he led the digital media company’s corporate development team from September 2009 until December 2010. He previously was an executive with General Electric Company ("GE") and its financial arm, GE Capital, from 2004 until 2009. He joined GE upon its acquisition of InVision Technologies, Inc. (NASDAQ: INVN) in December 2004, where he had served as an executive officer since 2001. He began his career as a corporate lawyer at Skadden, Arps, Slate, Meagher & Flom, LLP in New York City. Andrew received a Bachelor of Arts

from the Newhouse School of Public Communications at Syracuse University, a D.H.L and a M.A. degree from the Jewish Theological Seminary, and a juris doctor degree (JD) from New York University School of Law. Mr. Siegel brings to the Board his experience in strategy, corporate development, law and finance. For information regarding the arrangement pursuant to which Mr. Siegel was originally elected to the Board, please refer to the section of this Proxy Statement entitled “Proposal One – Election of Directors – Cooperation Agreements.”

Howard I. Atkins (74) has been a Director since 2022 and has served as Acting Chief Financial Officer and Chief Transformation Officer of Daktronics since March 2025. Mr. Atkins’ term of employment as Acting Chief Financial Officer and Chief Transformation Officer of Daktronics will continue until the earlier of the date on which a new Chief Financial Officer is appointed by the Board or the date on which his service as Acting Chief Financial Officer and Chief Transformation Officer is terminated by the Board. Mr. Atkins also served as Chairperson of the Temporary Special Committee of the Board (the “Temporary Special Committee”) from August 2024 to March 2025, a member of the Compensation Committee from December 2022 to March 2025, a member of the Audit Committee of the Board (the “Audit Committee”) from September 2023 to March 2025, and a member of the Strategy and Risk Committee of the Board (the “Strategy and Risk Committee”) from March 2024 to March 2025. Mr. Atkins is a seasoned financial executive who currently owns and operates a consulting company that helps businesses improve their operating margins and develop and execute company-specific growth strategies, and these experiences uniquely qualify him for election to the Board. He is a former Chief Financial Officer of Wells Fargo & Company, where he helped successfully lead the bank through the 2008 financial crisis, and where he oversaw the acquisition of Wachovia Bank, creating the most prominent coast-to-coast bank in the U.S. at that time. Previously, he was CFO of New York Life Insurance Company (“NYLife”), where he helped identify and acquire non-U.S. insurance organizations as part of NYLife’s international expansion strategy, CFO of Midlantic Bank which successfully completed a top-to-bottom financial restructuring, and Corporate Treasurer of Chase Manhattan Bank, where he was responsible for several of that Bank’s markets businesses in the US, Europe, and Asia. Mr. Atkins brings to the Board extensive governance experience, having served as a director of various public companies, including Occidental Petroleum (a large energy exploration and carbon sequester company), Ingram Micro (the world’s largest technology distributor), and Express Scripts (the largest pharmacy benefits manager in the U.S.). There are no arrangements or understandings between Mr. Atkins and any other persons pursuant to which he was selected to serve as the Company’s Acting Chief Financial Officer and Chief Transformation Officer. For information regarding the arrangement pursuant to which Mr. Atkins was originally elected to the Board, please refer to the section of this Proxy Statement entitled “Proposal One – Election of Directors – Cooperation Agreements.”

Mark F. Bowser (69) recently retired as Executive Vice President and Chief Financial Officer at Cox Automotive Inc. (“Cox Automotive”), a role he held from 2017 to 2023, a global automotive services and software company whose vision is to transform the way the world buys, sells and owns cars. Cox Automotive is a subsidiary of family-owned Cox Enterprises, Inc. Mr. Bowser joined Cox in 2006 as vice president of Cox Business where he was responsible for overseeing the commercial services division of Cox Communications. In this role, he provided leadership to develop and serve a $7 billion market of diverse business customers. Prior to joining Cox Automotive, Mr. Bowser was vice president of Dell’s Large Corporate Accounts business division where he was responsible for providing computing solutions to Fortune 1000 customers. Prior to Dell, Mr. Bowser served as president of Sprint’s $3.5 billion Enterprise Markets division providing integrated telecommunications solutions to Fortune 500 companies, and as senior vice president of Sprint’s business sales. He has held an extensive number of senior-level financial positions including accounting, financial analysis, and mergers and acquisitions at various companies. Mr. Bowser earned a bachelor’s degree in Finance and Accounting from Pennsylvania State University. He has been a board member for the STARTLIGHT Foundation and Ronald McDonald House charities. Additionally, Mr. Bowser is on the Penn State Shrayer Honors College Board and the Reynold Wellness Board. In 2012, he was named a Penn State Alumni Fellow. Over his 30-year career, Mr. Bowser has been responsible for a portfolio of diverse strategic areas including finance, operations, sales, marketing and business development for several Fortune 500 companies, and the Board believes that these and other professional experiences qualify Mr. Bowser for election to the Board.

Neil D. Glat (57) has been a senior executive, board director, and strategic advisor with experience in sports, media, hospitality, and technology. During his career, he has led and shaped high-profile organizations, scaled businesses, encouraged innovation, and accelerated growth through strategy, operating expertise, and strong execution. Mr. Glat is chair of the board of Evolv Technology (NASDAQ: EVLV), a leader in AI-based weapons detection. He has been on the board since July 2021 and chair of the board since November 2023. He currently serves on its Investment and Nominating and corporate governance committees. Mr. Glat has also been on the board of Fubo (NYSE: FUBO), a sports-centric over-the-top streaming content distributor, since March 2024. He chairs its compensation committee and serves on its nominating and corporate governance committee. Mr. Glat previously served on the board of NewHold Investment Corp. I, a publicly-traded SPAC, from July 2020 to July 2021, and NewHold Investment Corp. II, a publicly-traded SPAC, from October 2021 to April 2023. In addition, Mr. Glat was, from 2019 to 2024, on the board of ASM Global, a privately held company which was sold in August 2024 and is the world’s largest venue management company. From September 2019 to present, Mr. Glat has been the Managing Member of NG Strategies, LLC and has been providing strategic advice to private equity firms and emerging companies in sports, media, and technology businesses. From April 2012 through August 2019, Mr. Glat served as President of the New York Jets, and, from September 2019 to March 2020, he was a Senior Advisor to the New York Jets. As president, Mr. Glat was responsible for all team business operations. Prior to that, Mr. Glat held senior leadership positions at the National Football League for 15 years from June 1997 to April 2012, where he oversaw corporate development, strategy, stadium development, and club business growth. More recently, Mr. Glat was appointed in December 2021 as Co-President, Americas for SPORTFIVE, a private equity-owned global sports marketing agency, and remained with SPORTFIVE until February 2024. Mr. Glat led the strategic direction and day-to-day management of the U.S. operations and the commercial sales, digital, experiential & production, gaming, esports, creator, and media businesses, as well as overseeing finance, legal, HR, and communications. Mr. Glat has been a Senior Advisor for Arctos Sports Partners, a private equity platform focused on the professional sports industry, and H.I.G. Capital, a private equity firm with over $60 billion under management. Earlier in his career, Mr. Glat worked in management consulting at McKinsey & Company and investment banking at Dillon, Read & Co. Mr. Glat is actively involved with nonprofit and charitable organizations, including serving on the Board of Advisors for the University of Pennsylvania’s School of Social Policy & Practice. Mr. Glat received a J.D. from Harvard Law School

and a B.S. in Economics with a concentration in Finance from the Wharton School at the University of Pennsylvania. The Board believes that Mr. Glat’s experience as a senior executive, board director, and strategic advisor with experience in sports, media, hospitality, and technology qualifies him for election to the Board.

The identity of the remaining Directors whose terms do not expire at the Annual Meeting and certain information about them as of the Record Date are set forth below:

Dr. Lance D. Bultena (62) has been a Director of the Company since September 2021 and has served on the Nominating Committee and the Audit Committee since September 2021. He chaired the Nominating Committee from July 2022 until August 2024 when he became the Chairperson of the Strategy and Risk Committee. Dr. Bultena is the Global Director of Thought Leadership at Hogan Lovells, a global law firm, where he is currently a senior counsel after serving as a partner for many years. He has been at the firm (and its predecessor Hogan & Hartson) since 1999. He was Counsel to the U.S. Senate Committee on Commerce, Science, and Transportation from 1995 to 1999. He received a doctorate (D. Phil) in Politics and a masters (M. Phil) in Economics from Oxford University which he attended as a Rhodes Scholar. He received a J.D. from Harvard Law School and did his undergraduate study at the University of South Dakota. Dr. Bultena brings to the Board significant experience in helping businesses evaluate and address the challenges of technological change and public policy developments.

Dr. José-Marie Griffiths (73) has been a Director of the Company since September 2020. She has served on the Board's Compensation Committee since September 2020; on the Nominating Committee as a member from September 2020 to March 2024; and as Chairperson of the Nominating Committee since March 2024. She has served on the Strategy and Risk Committee since March 2024. Dr. Griffiths is president of Dakota State University, a public university, in Madison, South Dakota and has served in such capacity since July 2015. Dr. Griffiths has spent her career in research, teaching, public service, corporate leadership, economic development, and higher education administration. She has served in presidential appointments to the National Science Board, the United States President’s Information Technology Advisory Committee, and the United States National Commission on Libraries and Information Science. In 2018, she was appointed as a member of the National Security Commission on Artificial Intelligence, part of the John S. McCain National Defense Authorization Act for 2019. She has led projects for over 28 United States federal agencies, such as the National Science Foundation, NASA, the Department of Energy, and various intelligence and military agencies, and over 20 major corporations, such as AT&T Bell Laboratories and IBM, in over 35 countries, and she has worked with seven major international organizations, including NATO and the United Nations. Dr. Griffiths has received over 20 significant awards in science, technology, teaching and the advancement of women in these fields. She holds a Bachelor of Science degree and a Doctor of Philosophy in Physics and Information Science from the University College London ("UCL"). She was a Post-Doctoral Fellow in Computer Science and Statistics and was recently awarded a Doctor of Science honoris causa from UCL. Dr. Griffiths brings to the Board expertise in a variety of new and emerging technologies, including cybersecurity and artificial intelligence, along with significant experience with both military and civilian federal agencies.

John P. Friel (71) has been a Director of the Company since September 2015 and has served on the Audit Committee since September 2015 and on the Compensation Committee of the Board since October 2016. Mr. Friel was named Compensation Committee Chair on September 1, 2020. Mr. Friel started his career as a Certified Public Accountant working for Touche Ross & Co. Mr. Friel served for 30 years in various capacities at MEDRAD, Inc. (“MEDRAD”), a global company that designs, develops, manufactures, sells, and supports medical devices. MEDRAD is an affiliate of Bayer, AG. He joined MEDRAD in the accounting area and earned a promotion to Treasurer and Vice President of Corporate Planning in 1986 and Vice President of Business Development in 1987. He served as Executive Vice President of Sales and Marketing from 1989 to 1995, Senior Vice President and General Manager from 1995 to 1998, and President and Chief Executive Officer from 1998 to 2010. MEDRAD received the Malcolm Baldrige National Quality Award twice during his tenure, once in 2004 and again in 2010. Mr. Friel retired as Chief Executive Officer of Vascor, Inc. in December 2019, and he has served as a member of its board of directors since June 2016. Vascor is a pre-clinical medical device development company. He also is currently a Director at Preservation Technologies L.P. and a Director at American Productivity and Quality Center ("APQC"). Mr. Friel is the Principal and Founder of Five Radicals, which focuses on Baldrige Performance Excellence, strategic planning, general business consulting to entrepreneurial medical device companies, and private equity business development opportunity search efforts. Mr. Friel is a director of Magvation, Inc., a medical device development company. Mr. Friel is a Senior Partner of the Mikan Group, a general management consulting company. He holds a Master of Arts in Law and Diplomacy from Tufts University and a Bachelor of Arts in Political Science and Bachelor of Science in Accounting from Pennsylvania State University. Mr. Friel brings to the Board extensive global general management knowledge and practice. He has strong experience in building and growing businesses, especially in technical product development and global expansions, which align with many of the Company's initiatives and strategies.

Peter Feigin (55) has been a Director of the Company since March 3, 2025. He serves on the Compensation Committee and Strategy and Risk Committee since his appointment to the Board. Mr. Feigin was appointed to the Board pursuant to the Cooperation Agreement dated March 3, 2025 (the “Cooperation Agreement”) between the Company and Alta Fox. Entering his 11th year as President of the Milwaukee Bucks, and seventh year as President of the world class Fiserv Forum, Mr. Feigin brings more than two decades of dynamic corporate leadership to Milwaukee’s sports and entertainment, which are among the key attributes that qualify him for election to the Board. Beyond spearheading the development and launch of the Milwaukee Bucks Foundation, he serves on the boards of the Boys & Girls Clubs of Greater Milwaukee, the Milwaukee Public Museum, the Milwaukee Public Schools Foundation and City Year Milwaukee, while co-chairing the African American Chamber of Commerce and the COA Parents of the Year. In 2017, Mr. Feigin served as the chairman of the American Heart and Stroke Association’s annual campaign. Mr. Feigin also joined the board of CEOs Against Cancer’s Wisconsin chapter. Mr. Feigin’s experience cuts across a wide spectrum of business and entertainment corporations, from the NBA to private aviation, and from digital media and motion pictures to theme parks. Prior to joining the Bucks, Mr. Feigin served as the Chief Marketing and Revenue Officer of Deluxe Entertainment Services Group, a major international entertainment company, where he managed global business units and handled branding and business development. Prior to joining Deluxe, Mr. Feigin was the President and Chief Operating Officer of Marquis Jet Partners Inc./NetJets, the world’s

leading private aviation company. Mr. Feigin was integral in Berkshire Hathaway’s NetJets acquisition of Marquis Jet in 2010 and played a central role in the integration of the two companies. After transitioning post-merger to the same responsibilities at NetJets, he led the company to significant revenue growth. Mr. Feigin was appointed to the Board pursuant to the Alta Fox Cooperation Agreement (as defined below). For information regarding the arrangement pursuant to which Mr. Atkins was originally elected to the Board, please refer to the section of this Proxy Statement entitled “Proposal One – Election of Directors – Cooperation Agreements.”

Reece A. Kurtenbach (60) has been a Director of the Company since 2013 and was appointed as Interim CEO of X Display Company (XDC) in April 2025. At Daktronics, he previously served as President and CEO, and Chair of the Board of Directors from 2013 to 2025. As President and CEO, Mr. Kurtenbach set the course for the company, strategized how to generate industry leading value to our customers, positively engaged our employees, developed strategic partnerships with our suppliers, generated an attractive return for our stockholders, and managed corporate governance and compliance. He drew on a wealth of knowledge from his experiences across Daktronics to engage the management team to create a compelling vision of the future and to guide the company, through sometimes turbulent periods, towards this vision. Prior to his role as President/CEO, Mr. Kurtenbach was Daktronics Executive Vice President for Live Events and International, which included professional and collegiate sports venues as well as international markets. He also led engineering for video products and contributed to corporate oversight for product strategies and software platform development. Previously, Mr. Kurtenbach also managed the design group that developed Daktronics’ first full-color LED video display product – the technology that later launched the company into its current position as a world leader in large screen video displays. Mr. Kurtenbach started his Daktronics career in 1982 as a college student employee, working in manufacturing and customer service. After graduation, he left Daktronics to work as an Analog Test Engineer for Unisys and then as a Hardware Engineer at RoMar, Ltd. He returned to Daktronics in 1991. An advocate for children of all ages, Mr. Kurtenbach has served on the board of the Boys and Girls Club of the Northern Plains and continues to visit the local Club to work with youth. He serves on the Catholic Foundation Board for the East River Diocese of South Dakota, and he volunteers at his local church. He also sits on the boards of two burgeoning companies – Etulipa and X Display Company. Mr. Kurtenbach graduated from South Dakota State University with a BS in electrical engineering with minors in math and computer science. As a result of these and other professional experiences, the Board believes that Mr. Kurtenbach has a comprehensive understanding of the display industry, broad executive management experience in our business, and a particular knowledge and experience in technology, manufacturing, and international business, which are among the key attributes that qualify Mr. Kurtenbach for election to our Board. Mr. Kurtenbach is the brother of Carla Gatzke and Matthew Kurtenbach.

Shereta D. Williams (51) has been a Director of the Company since September 2021, has served on the Audit Committee and the Compensation Committee since September 2021, and has served on the Strategy and Risk Committee since March 2024. Ms. Williams serves as Executive Vice President of Cox Enterprises, Inc., a global communications, automotive, and media company, based in Atlanta, Georgia, and she has served as a vice president since 2021. She has held a variety of strategy, corporate development and business development roles within the Cox Enterprise, Inc. subsidiaries and groups, including Vice President Business Development from 2020 to 2021; President of Videa, LLC from 2014 through 2020; Vice President of Development for Cox Media Group from 2010 to 2013; and Director of Development and Digital Services for Cox Television from 2001 through 2006. In between the roles at Cox Enterprise, Inc., from 2006 through 2009, she was the managing director of the currency division for Maven Funds, a startup hedge fund in Atlanta, Georgia where she was responsible for managing traders, implementing automated trading systems, risk management and operations. She began her career working in investment banking as an analyst for mergers and acquisitions for Lazard Freres & Co, LLC from 1996 through 1998. She holds a Bachelor of Science degree in Electrical Engineering, with a concentration in Economics, from the Massachusetts Institute of Technology. Ms. Williams brings to the Board extensive knowledge in corporate development, strategy, and mergers and acquisitions, as well as operational leadership in the digital communications industry. As a result of these and other professional experiences, the Board believes that Ms. Williams possesses particular knowledge and experience in executive management, and the finance, human capital management, technology, and manufacturing areas relevant to our business, which are among the key attributes that qualify Ms. Williams for election to our Board.

Cooperation Agreements

The Prairieland Group. The Company received a letter dated May 27, 2022, as amended May 31, 2022, from PLH which notified the Company of PLH's intent to nominate candidates to the Board, among other requests (the "Nomination Letter"). On July 23, 2022, the Company entered into a Cooperation Agreement (the “Prairieland Cooperation Agreement”) with PLH and its affiliates (collectively, the “Prairieland Group”).

Pursuant to the Prairieland Cooperation Agreement, the Company agreed to nominate Andrew D. Siegel to the Board for election at the Company’s 2022 annual meeting of shareholders. Following the 2022 annual meeting of shareholders, the Board appointed Mr. Siegel to the Nominating Committee. On December 7, 2022, the Board of Directors expanded the size of the Board to eight members and appointed Howard I. Atkins as the eighth Director and as a member of the Compensation Committee. Mr. Atkins was appointed to the Board pursuant to the Prairieland Cooperation Agreement.

In addition, under the Prairieland Cooperation Agreement, the Prairieland Group irrevocably withdrew the Nomination Letter; ceased all solicitations of proxies and other activities in connection with the 2022 annual meeting of shareholders; and agreed to vote in accordance with the recommendation of the Board with respect to certain proposals at all stockholder meetings, subject to various exceptions.

The Prairieland Group also agreed to certain customary standstill provisions and a voting commitment for the duration of the Prairieland Cooperation Agreement. The Prairieland Cooperation Agreement will terminate upon the earlier of September 30, 2025 and the conclusion of the Annual Meeting.

The Prairieland Cooperation Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2022.

Alta Fox Capital Management, LLC. On March 3, 2025, the Company entered into a Cooperation Agreement (the “Alta Fox Cooperation Agreement”) with Alta Fox Capital Management, LLC, Alta Fox Opportunities Fund, LP, Alta Fox GenPar, LP, Alta Fox Equity, LLC and P. Connor Haley (collectively with their affiliates and associates, “Alta Fox”).

Pursuant to the Alta Fox Cooperation Agreement, the Company: (i) increased the size of the Board by one seat; (ii) appointed Peter Feigin (the “New Director”) to the Company’s board of directors (the “Board”) with a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”); and (iii) appointed the New Director to the Temporary Special Committee.

Pursuant to the Alta Fox Cooperation Agreement, Alta Fox agreed to cease its solicitation in connection with the Company’s 2025 special meeting of stockholders (the “Special Meeting”) to vote on the reincorporation of the Company from South Dakota to Delaware (the “Reincorporation”). Alta Fox also agreed, from the Effective Date until the first day following the conclusion of the 2027 Annual Meeting (the “Standstill Period”), to vote all shares of the Company’s common stock, no par value, that it beneficially owns (i) in favor of the Reincorporation at the Special Meeting; and (ii) in accordance with the Board’s recommendations on proposals, except that Alta Fox (x) may vote in accordance with Institutional Stockholder Services Inc. and Glass, Lewis & Co. LLC if they both recommend differently from the Board (other than on proposals with respect to the election, removal, or replacement of directors or the Reincorporation) and (y) may vote in its discretion on Extraordinary Transactions (as defined in the Alta Fox Cooperation Agreement).

According to the Alta Fox Cooperation Agreement, Alta Fox dismissed with prejudice all claims against the Company and its directors and/or officers, and Alta Fox and the Company have agreed to release each other from any claims except for those arising out of the Alta Fox Cooperation Agreement. The Alta Fox Cooperation Agreement also contains certain non-disparagement provisions.

During the Standstill Period, Alta Fox has also agreed to certain customary standstill provisions prohibiting it from, among other things: (i) acquiring, in the aggregate, beneficial ownership of more than 5,973,599 shares of common stock, no par value, subject to limited exceptions; (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 Alta Fox Cooperation Agreement, the Company agreed to, among other things: (i) amend the Bylaws to require a Lead Independent Director be selected by the independent Directors if the Chair is not an Independent Director; (ii) engage an independent compensation consultant by March 31, 2025; (iii) hold an investor day prior to December 31, 2025; and (iv) not re-nominate at least one of the Company’s incumbent directors at the Company’s 2025 annual meeting of stockholders.

Directors at the Annual Meeting (the “Renomination Covenant”). The Board’s decision not to re-elect Mr. McDermott at the Annual Meeting was made solely to fulfill the Company’s obligations under the Renomination Covenant. For additional information about the Alta Fox Cooperation Agreement please refer to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2025, Exhibit 10.1 thereto, and the proxy statement relating to the Special Meeting and filed with the SEC on March 24, 2025.

Independent Directors

The Nominating Committee has determined that each of Messrs. Friel, Siegel, Feigin, Bowser, Glat, Ms. Williams, Dr. Bultena, and Dr. Griffiths are "Independent Directors," as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules ("Independent Directors"). Accordingly, the Board is composed of a majority of Independent Directors as required by the Nasdaq Listing Rules. In addition, none of our Directors are a party to any agreement or arrangement that would require disclosure pursuant to Nasdaq Listing Rule 5250(b)(3) regarding the payment of compensation to directors by a third party in connection with serving as a Director.

Board Diversity

The members of our Board are highly qualified, outstanding individuals. The Nominating Committee has a primary objective: to identify Board members – irrespective of gender or race – that represent the greatest value to our Company and stockholders. The Nominating Committee strives to assemble a Board that has diversity of thought, with each member offering unique insight and perspective, where individual members share a common ability to work productively within the context of the Board and management team

PROPOSAL TWO

ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

The foundation of our executive compensation program is to pay for performance. Base compensation for our executive officers is set similarly to members of our peer group, and a meaningful portion of the compensation paid to our executive officers is based on long-term equity incentive compensation and annual non-equity incentive compensation, which is focused on the key results and strategic drivers of our business.

The Compensation Discussion and Analysis section of this Proxy Statement explains in more detail our executive compensation program.

We believe that, viewed as a whole, our compensation practices and policies are appropriate and are fair to both the Company and its executives and align with the long-term interests of our stockholders.

As required by Section 14A of the Exchange Act, we are asking for stockholder approval of the compensation of our named executive officers (“NEOs” or “Named Executive Officers”) for the fiscal year ended April 26, 2025 (“Fiscal 2025”). As an advisory approval, this proposal is non-binding. However, the Board and our Compensation Committee, which are responsible for designing and overseeing the administration of our executive program, value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our Chief Executive Officer (the “CEO”) and all of the other Named Executive Officers.

Vote Required

See "General Matters - Voting at the Annual Meeting: Vote Requirements" for a description of the votes required for approval on an advisory, non-binding basis of the Company's compensation of its Named Executive Officers.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL TWO, THE ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO THE SEC’S COMPENSATION DISCLOSURE RULES.

PROPOSAL THREE

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche, LLP (“Deloitte”) to serve as our independent registered public accounting firm ("Independent Auditor") for the fiscal year ending May 2, 2026 (“Fiscal 2026”). Deloitte has been our Independent Auditor since 2017.

The Audit Committee recognizes the importance of maintaining the independence of the Independent Auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance, and independence of our Independent Auditor and determines whether to re-engage such firm. In doing so, the Audit Committee considers, among other things, the quality and efficiency of the services provided by the Independent Auditor, its capabilities and technical expertise, its knowledge of our operations and industry, and relevant information concerning its independence.

Although ratification is not required by the Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate practice and because the Audit Committee values the views of our stockholders regarding the choice of Deloitte as our Independent Auditor. If the stockholders do not approve the selection of Deloitte as our Independent Auditor, the Audit Committee may reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different Independent Auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative from Deloitte is expected to be present at the Annual Meeting, have an opportunity to make a statement if such representative desires to do so, and be available to respond to appropriate questions.

Audit Committee Pre-Approval Procedures

The Audit Committee pre-approves all audit and permissible non-audit services provided by Deloitte. These services may include audit services, audit-related services, tax services and other services. For each proposed service, the Company’s management and the Independent Auditor must submit to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination as to whether the provision of such services would impair Deloitte’s independence, and whether the fees for the services are appropriate.

Audit and Other Professional Fees

The following table presents the aggregate fees billed for professional services rendered by Deloitte, including out-of-pocket expenses, for Fiscal 2025 and the fiscal year ended April 27, 2024 (“Fiscal 2024”). As provided in the Audit Committee’s Charter, all engagements for any non-audit services by our Independent Auditor must be approved by the Audit Committee before the commencement of any such services. The Audit Committee may designate a member or members of the Audit Committee to represent the entire Audit Committee for purposes of approving non-audit services, subject to review by the full Audit Committee at its next regularly scheduled meeting. The Audit Committee considers the provision of services by Deloitte to us, over and above the audit fees, to be compatible with the ability of Deloitte to maintain its independence.


	Fiscal Year Ended
	April 26, 2025		April 27, 2024
Audit Fees (1)	$	1,267,957	$	2,115,530
Audit-Related Fees (2)	47,500		66,725
Tax Fees	—		—
All Other Fees (3)	3,790		3,790
Totals	$	1,319,247	$	2,186,045


			(1)			Audit Fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, the audit of our internal control over financial reporting, the reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.


			(2)			Audit-Related Fees are fees for assurance and related services performed by Deloitte, primarily consisting of fees related to the audit of our employee benefit plan.


			(3)			All Other Fees are fees for other permissible work performed by Deloitte that does not meet the above category descriptions.

Vote Required

See "General Matters - Voting at the Annual Meeting: Vote Requirements" for a description of the vote required for ratification of the appointment of Deloitte as our Independent Auditor.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 2, 2026, AS SET FORTH IN PROPOSAL THREE.

PROPOSAL FOUR

APPROVAL OF THE 2025 STOCK INCENTIVE PLAN

The Daktronics, Inc. 2025 Stock Incentive Plan (the "2025 Plan"), was adopted by the Board of Directors on July 28, 2025 and is subject to approval by our stockholders. If our stockholders approve the 2025 Plan, we will rollover any available shares under the Daktronics, Inc. 2020 Stock Incentive Plan (the "2020 Plan"). This summary is not intended to be a complete description of all provisions of the 2025 Plan, and it is qualified by reference to the copy of the 2025 Plan filed as Appendix A to this Proxy Statement.

Requested Shares. If this Proposal No. 4 is approved by our stockholders, then subject to adjustment for certain changes in our capitalization, the aggregate number of shares of Common Stock that may be issued under the 2025 Plan will not exceed the sum of (i) 2,300,000 new shares and (ii) the number of unallocated shares remaining available for grant under the 2020 Plan as the Record Date (1,381,079 shares).

Our historical three-year average net burn rate was 0.3 percent for fiscal years 2023 through 2025, which we believe to be reasonable, and within competitive parameters, for a company of our size and circumstances. We calculate net burn rate as total awards granted, net of cancellations and forfeitures, divided by weighted average shares outstanding for the applicable fiscal year.

Purpose. The purpose of the 2025 Plan is to enable the Company and its subsidiaries to retain and attract executives, other employees, Directors, and consultants who contribute to the Company’s success by their ability, ingenuity, and industry (collectively, “Recipients”), and to enable such Recipients to participate in the long-term success and growth of the Company by giving them a proprietary interest in the Company.

Forms of Awards. The 2025 Plan provides for the grant of Incentive Options, Non-Qualified Options, Restricted Stock, Restricted Stock Units, Performance Stock, Performance Stock Units, Deferred Stock (as such terms are defined in the 2025 Plan), or any combination thereof pursuant to the terms of the 2025 Plan. These awards are described in greater detail in this Proposal Four under the section entitled “Description of Types of Awards.”

Plan Participants. The Administrator (as defined below) will determine the Recipients who are eligible to be granted awards under the 2025 Plan. As of April 26, 2025, approximately 2,400 employees and no consultants were eligible to receive awards under the 2025 Plan subject to meeting the Administrator’s requirements for participation. All eight of our non-employee Directors and all five of our executive officers would be participants under the 2025 Plan.

Share Reserve Limit and Counting. Under the 2025 Plan, 2,300,000 shares of Common Stock, and 1,381,079 shares rolled over from the 2020 Plan, have been reserved for issuance, and all such shares will consist of authorized and unissued shares of Common Stock.

If any shares of Common Stock become available as a result of canceled, unexercised, lapsed, or terminated awards under the 2025 Plan, then these shares will again be available for the grant of future awards. However, upon a stock-for-stock exercise of an award that involves the withholding of shares of Common Stock for the payment of the exercise price or taxes with respect to an award, the shares of Common Stock used to pay the exercise price or otherwise withheld shall not become available for future distribution under the 2025 Plan. Each share of Common Stock subject to awards granted under the 2025 Plan is counted as one share for purposes of determining the number of shares available under the 2025 Plan.

Adjustments Upon a Recapitalization or Similar Event. If we engage in or are involved in a stock dividend, stock split, reverse stock split, reclassification, combination, exchange of shares or other similar recapitalization of Common Stock, there will be an appropriate adjustment made, without the consent of any Recipient, to the number and kind of shares of Common Stock subject to and reserved under the 2025 Plan, including any limits on shares established under the 2025 Plan, the exercise or purchase price of each share subject to an award and any other affected terms of such awards.

Dividends and Dividend Equivalents. Unless the 2025 Plan, the Administrator, or the applicable award agreement directs otherwise, dividends and dividend equivalents: (a) will accrue with respect to Restricted Stock; and (b) will not accrue with respect to all other unvested awards. Unless otherwise provided in an award agreement, no interest will be paid on accrued dividends or dividend equivalents. In general, dividends, dividen

SEC Form DEF 14A filed by Daktronics Inc.