SEC Form 8-K filed by Digital Ally Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On Tuesday, December 17, 2024, Digital Ally, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). There were 2,622,499 shares of common stock, par value $0.001 per share (the “Common Stock”), represented in person or by proxy at the Annual Meeting, constituting approximately 53.68% of the outstanding shares of Common Stock on November 14, 2024, the record date for the Annual Meeting (the “Record Date”), and establishing a quorum.
Set forth below are each of the four proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission on November 22, 2024 and the amendment to the Definitive Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission on December 17, 2024.
Proposal One: Election of Four Directors of the Company.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Stanton E. Ross | 781,147 | 521,841 | 1,319,511 | |||||||||
| Leroy C. Richie | 700,960 | 602,028 | 1,319,511 | |||||||||
| D. Duke Daughtery | 830,210 | 472,778 | 1,319,511 | |||||||||
| Charles M. Anderson | 781,651 | 521,337 | 1,319,511 | |||||||||
All nominees were duly elected.
The Board of Directors of the Company made appointments to its various committees after the Annual Meeting. The members of the Company’s Audit Committee are Messrs. Richie, Daughtery and Anderson. Mr. Daughtery is the chairman of the Audit Committee. The members of the Compensation Committee are Messrs. Richie, Daughtery and Anderson. Mr. Richie is the chairman of the Compensation Committee. The members of the Nominating and Governance Committee are Messrs. Richie, Daughtery and Anderson. Mr. Richie is the chairman of the Nominating and Governance Committee.
Proposal Two: Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
Votes For | Votes Against | Abstain | ||||||||
| 1,881,891 | 330,335 | 410,273 | ||||||||
The appointment of RBSM LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024 was ratified.
Proposal Three: Approval of the transactions contemplated by the securities purchase agreement, entered into as of June 24, 2024, by and between the Company and investors, including, the issuance of 20% or more of our outstanding shares of Common Stock upon (i) exercise of Series A Common Stock Purchase Warrants, and (ii) exercise of Series B Common Stock Purchase Warrants, each dated June 25, 2024.
Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 1,096,541 | 179,865 | 26,582 | 1,319,511 | |||||||||||
The proposal was approved.
Proposal Four: Approval of the authorization of the Board of Directors, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our articles of incorporation, to effect a reverse stock split of our issued and outstanding Common Stock at a ratio to be determined by the Board of Directors, ranging from one-for-five (1:5) to one-for-twenty (1:20), with such reverse stock split to be effected at such time and date, if at all, as determined by the Board of Directors in its sole discretion, but no later than December 16, 2025, when the authority granted in this proposal to implement the reverse stock split would terminate.
Votes For | Votes Against | Abstain | ||||||||
| 1,914,194 | 700,565 | 7,740 | ||||||||
The proposal was approved.
SIGNATURES
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.
Date: December 17, 2024
| Digital Ally, Inc. | ||
| By: | /s/ Stanton E. Ross | |
| Name: | Stanton E. Ross | |
| Title: | Chairman, President and Chief Executive Officer | |