Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
The
Company held its annual meeting of the shareholders (the “Annual Meeting”) on Wednesday, May 21, 2019. There were
9,761,927 shares of common stock represented in person or by proxy at the Annual Meeting, constituting 87.7% of the outstanding
shares on March 27, 2019, the record date for the Annual Meeting, and establishing a quorum. The matters voted upon at the Annual
Meeting and the results of such voting are set forth below.
Proposal
One
:
Election of Four Directors of the Company
.
Name
|
|
Votes
For
|
|
|
Votes
Withheld
|
|
|
Broker
Non-Votes
|
|
Stanton E. Ross
|
|
|
3,523,971
|
|
|
|
116,428
|
|
|
|
6,121,528
|
|
Leroy C. Richie
|
|
|
3,482,355
|
|
|
|
158,044
|
|
|
|
6,121,528
|
|
Daniel F. Hutchins
|
|
|
3,521,949
|
|
|
|
118,450
|
|
|
|
6,121,528
|
|
Michael J. Caulfield
|
|
|
3,508,194
|
|
|
|
132,205
|
|
|
|
6,121,528
|
|
All
nominees were duly elected.
The
Board of Directors made appointments to its various committees after the Annual Meeting. The members of the Company’s Audit
Committee are Messrs. Hutchins, Richie and Caulfield. Mr. Hutchins is the chairman of the Audit Committee. The members of the
Compensation Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Compensation Committee. The members
of the Nominating and Governance Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Nominating and
Governance Committee.
Proposal
Two
:
Approval of an amendment to the 2018 Digital Ally, Inc. Stock Option and Restricted Stock Plan
. To
approve an Amendment to the 2018 Stock Option and Restricted Stock Plan which increases the number of shares reserved for issuance
under the Plan by 750,000 shares.
Votes
For
|
|
Votes
Against/
Withheld
|
|
Abstain
|
|
Broker
Non-Votes
|
3,172,159
|
|
402,273
|
|
65,967
|
|
6,121,528
|
The
Amendment to the 2018 Stock Option and Restricted Stock Plan which increases the number of shares reserved for issuance under
the Plan by 750,000 shares was ratified.
Proposal
Three
:
Approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of our
capital stock by 10,000,000 and to classify such shares as blank check preferred stock.
To approve of an amendment
to our Articles of Incorporation to increase the number of authorized shares of capital stock by 10,000,000 and classify such
shares as blank check preferred stock.
Votes
For
|
|
Votes
Against/
Withheld
|
|
Abstain
|
|
Broker
Non-Votes
|
3,153,019
|
|
464,362
|
|
59,400
|
|
6,121,528
|
The
amendment to our Articles of Incorporation to increase the number of authorized shares of capital stock by 10,000,000 and classify
such shares as blank check preferred stock received a majority of the votes cast. However our Corporate By-laws require the affirmative
vote of a majority of the issued and outstanding common stock to approve the amendment to our Articles of Incorporation, therefore
it was not ratified.
Proposal
Four
:
To approve, on an advisory non-binding basis, the compensation of the Company’s named executive
officers.
To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive
officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in
the accompanying proxy statement.
Votes
For
|
|
Votes
Against/
Withheld
|
|
Abstain
|
|
Broker
Non-Votes
|
3,348,708
|
|
232,291
|
|
59,400
|
|
6,121,528
|
The
compensation of the named executive officers was approved.
Proposal
Five
:
Ratification of RSM US LLP Appointment.
Ratification of the appointment of RSM US LLP as the independent
registered accounting firm of Digital Ally, Inc. for the year ending December 31, 2019.
Votes
For
|
|
Votes
Against/
Withheld
|
|
Abstain
|
|
Broker
Non-Votes
|
8,871,273
|
|
738,538
|
|
107,116
|
|
-0-
|
The
appointment of RSM US LLP as the independent registered accounting firm of the Company was ratified.
Proposal
Six
:
To hold an advisory (non-binding) vote as to what frequency the stockholders should vote on our executive
compensation.
To hold an advisory (non-binding) vote as to whether the stockholder votes regarding our executive
compensation should occur every three years, two years or every year.
Votes for
One-year
|
|
Votes for
Two-year
|
|
Votes for
Three-year
|
|
Abstain
|
|
Broker
Non-Votes
|
580,810
|
|
91,138
|
|
2,866,390
|
|
102,061
|
|
6,121,528
|
The
advisory (non-binding) vote approved the frequency of voting on executive compensation to be every three years