Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
Digital
Ally, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on Thursday,
July 5, 2018. There were 6,408,967 shares of common stock represented in person or by proxy at the Annual Meeting, constituting
90.0% of the outstanding shares on May 8, 2018, 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
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
Stanton E. Ross
|
|
|
3,512,900
|
|
|
|
221,993
|
|
|
|
|
|
|
|
2,674,074
|
|
Leroy C. Richie
|
|
|
3,450,465
|
|
|
|
284,428
|
|
|
|
|
|
|
|
2,674,074
|
|
Daniel F. Hutchins
|
|
|
3,301,851
|
|
|
|
433,042
|
|
|
|
|
|
|
|
2,674,074
|
|
Michael J. Caulfield
|
|
|
3,456,471
|
|
|
|
278,422
|
|
|
|
|
|
|
|
2,674,074
|
|
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 the 2018 Stock Option Plan and Restricted Stock Plan
. To approve the 2018 Digital Ally,
Inc. Stock Option and Restricted Stock Plan and to reserve 1,000,000 shares for issuance under the Plan.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
3,302,253
|
|
|
|
406,535
|
|
|
|
26,105
|
|
The
Proposal was approved.
Proposal
Three
:
Approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized
shares of its capital stock by 10,000,000 and to classify such shares as blank check preferred stock.
To approve an
amendment to the Company’s 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
|
|
|
3,225,393
|
|
|
|
432,106
|
|
|
|
77,394
|
|
The
Proposal was not approved.
Proposal
Four
:
Approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized
shares of its capital stock that it may issue from 25,000,000 to 50,000,000 shares, of which all 50,000,000 shares shall be classified
as common stock.
To approve an amendment to the Company’s Articles of Incorporation to increase the number of
authorized shares of capital stock that it may issue from 25,000,000 to 50,000,000 shares, of which all 50,000,000 shares shall
be classified as common stock.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
5,528,338
|
|
|
|
761,167
|
|
|
|
119,460
|
|
The
Proposal 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, 2018.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
5,816,130
|
|
|
|
548,726
|
|
|
|
44,111
|
|
The
appointment of RSM US LLP as the independent registered accounting firm of the Company was ratified.
The
information contained in this current report shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section,
nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.