Daktronics, Inc. (NASDAQ: DAKT) (the “Company” or “Daktronics”), a
world leader in audiovisual systems and implementation, today
announced changes to its Board of Directors (the “Board”) as part
of its ongoing Board refreshment process and that it has entered
into a Cooperation Agreement with Daktronics shareholder
Prairieland Holdco, LLC (“Prairieland”) and its affiliates,
including Andrew Siegel (collectively, the “Prairieland Group”).
Pursuant to the Cooperation Agreement, the Company has agreed to
nominate Mr. Siegel to the Board for election at the Company’s 2022
Annual Meeting of Shareholders (the “Annual Meeting”). Following
the Annual Meeting, the Board will expand from seven to eight
directors, and an additional director mutually agreed upon by
Daktronics and the Prairieland Group will be added to the
Board.
“We are pleased to welcome Andrew to our Board and look forward
to his perspectives, as we continue to position ourselves for
long-term growth and value creation,” said Reece Kurtenbach,
Daktronics Chairman, President, and Chief Executive Officer.
“Following these Board changes, more than half of our directors
will have been added in the past two years as part of our focus on
ensuring that we have the right mix of perspectives and experience
overseeing the Company. We remain committed to engaging with our
shareholders, while continuing to address both the challenges and
the emerging opportunities in our industry.”
Under the Cooperation Agreement, Mr. Siegel’s term as a director
will expire at the Company’s 2025 Annual Meeting of Shareholders.
The Prairieland Group has agreed to, among other things, customary
standstill and voting provisions during this time.
Mr. Siegel stated, “We invested in Daktronics because we believe
the Company has enormous potential that the market is currently
underappreciating. I would like to thank the Board for its
constructive approach to our discussions, and I look forward to
working with management and the Board to help drive Daktronics’
success.”
The complete Cooperation Agreement will be filed by the Company
with the U.S. Securities and Exchange Commission (the “SEC”) as an
exhibit to a Current Report on Form 8-K.
About Andrew Siegel and Prairieland Holdco,
LLC
Andrew Siegel currently manages Prairieland, whose sole member
is TLI Bedrock, LLC (“TLI”), a private multi-strategy investment
firm managed by Mr. Siegel and Lawrence B. Benenson
(TLIBedrock.com). In 2019, Mr. Siegel co-founded and served as
Executive Chairman of FourQ Systems, Inc., an enterprise financial
technology company backed by TLI which was sold to Blackline, Inc.
in January 2022. Also in 2019, he co-led a group that reported a
7.5% interest in CSS Industries Inc. 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., 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”) from 2004 until 2009 and its financial arm, GE
Capital. He joined GE upon its acquisition of InVision
Technologies, Inc. in December 2004], where he had served as an
executive officer since 2001.
About Daktronics
Daktronics has strong leadership positions in, and is the
world's largest supplier of, large-screen video displays,
electronic scoreboards, LED text and graphics displays, and related
control systems. The Company excels in the control of display
systems, including those that require integration of multiple
complex displays showing real-time information, graphics,
animation, and video. Daktronics designs, manufactures, markets and
services display systems for customers around the world in four
domestic business units: Live Events, Commercial, High School Park
and Recreation, and Transportation, and one International business
unit. For more information, visit the Company's website at:
www.daktronics.com, email the Company at investor@daktronics.com,
call (605) 692-0200 or toll-free (800) 843-5843 in the United
States, or write to the Company at 201 Daktronics Dr., P.O. Box
5128, Brookings, S.D. 57006-5128.
Safe Harbor Statement
Certain statements made in this press release are
forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements, which are frequently indicated
by terms such as “believe,” “continue,” “growth,” “intends,” and
similar terms, are only expectations, and involve known and unknown
risks and uncertainties, which may cause actual results in future
periods to differ materially from what is currently anticipated.
Factors that may cause actual results in future periods to differ
materially from current expectations, which are identified in the
Company’s most recent Annual Report on Form 10-K for the year ended
April 30, 2022, which was filed with the SEC on June 16, 2022, and
other filings with the SEC, including but not limited to, the risk
factors discussed therein, could cause actual results to differ
materially from current expectations. The current global economic
climate, length and severity of the COVID-19 pandemic, the current
Russia-Ukraine war and recent sanctions and exports controls
targeting Russia, and uncertainty surrounding potential changes in
U.S. policies and regulations may amplify many of these risks. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Important Additional Information The Company,
its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company’s
shareholders in connection with the Annual Meeting. The Company
intends to file a definitive proxy statement and a proxy card with
the SEC in connection with any such solicitation of proxies from
the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE
STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING
PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. The Company’s definitive proxy statement for
the 2021 annual meeting of shareholders contains information
regarding the direct and indirect interests, by security holdings
or otherwise, of the Company’s directors and executive officers in
the Company's securities. Information regarding subsequent changes
to their holdings of the Company's securities can be found in the
SEC filings on Forms 3, 4 and 5, which are available on the
Company’s website at https://investor.daktronics.com/ or through
the SEC's website at www.sec.gov. Information can also be found in
the Company’s Annual Report on Form 10-K for the fiscal year ended
April 30, 2022 on file with the SEC. Updated information regarding
the identity of potential participants, and their direct or
indirect interests, by security holdings or otherwise, will be set
forth in the definitive proxy statement and other materials to be
filed with the SEC in connection with the 2022 Annual Meeting.
Shareholders will be able to obtain the definitive proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC at no charge at the
SEC's website at www.sec.gov. Copies will also be available at no
charge on the Company’s website
https://investor.daktronics.com/.
Investor ContactAlliance AdvisorsTom Ball /
Peter Caseytball@allianceadvisors.com /
pcasey@allianceadvisors.com
Media ContactLongacre Square PartnersDan
Zacchei / David Reingolddzacchei@longacresquare.com /
dreingold@longacresquare.com
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