Daktronics Announces Material Definitive Agreement

TL;DR

Daktronics signed a big deal, expect changes for shareholders.

AI Summary

On November 19, 2024, Daktronics, Inc. announced a material definitive agreement related to its common stock. The company also disclosed modifications to the rights of its security holders and provided a Regulation FD disclosure. Specific details regarding the agreement and modifications were filed as exhibits.

Why It Matters

This filing indicates a significant change in the company's structure or financial arrangements, which could impact its stock value and investor rights.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant changes and potential risks for investors.

Key Players & Entities

• Daktronics, Inc. (company) — Registrant
• November 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $40.00 — is defined in the Rights Agreement) to $40.00 per Right. The Second Amendment provi

Filing Documents

• dakt-20241119.htm (8-K) — 49KB
• exhibit43_2ndamendmenttori.htm (EX-4.3) — 46KB
• exhibit991_secondamendment.htm (EX-99.1) — 13KB
• dakt-20241119_g1.jpg (GRAPHIC) — 3KB
• image_1.jpg (GRAPHIC) — 9KB
• 0000915779-24-000145.txt ( ) — 310KB
• dakt-20241119.xsd (EX-101.SCH) — 2KB
• dakt-20241119_def.xml (EX-101.DEF) — 17KB
• dakt-20241119_lab.xml (EX-101.LAB) — 28KB
• dakt-20241119_pre.xml (EX-101.PRE) — 17KB
• dakt-20241119_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Effective on November 19, 2024, the Board of Directors (the "Board") of Daktronics, Inc. (the "Company"), approved the Second Amendment to Rights Agreement, dated as of November 19, 2024 (the "Second Amendment"), by and between the Company and Equiniti Trust Company, LLC, as rights agent (the "Rights Agent"). The Second Amendment amends the Rights Agreement, dated as of November 16, 2018 (the "Original Rights Agreement"), by and between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of November 19, 2021 (the "First Amendment," and collectively with the Original Rights Agreement and the Second Amendment, the "Rights Agreement"). The Board intends to submit the Rights Agreement to shareholders for ratification at the Company's upcoming annual meeting of shareholders. The Second Amendment extends the "Final Expiration Date" (as that term is defined in the Rights Agreement) of the rights (the "Rights") from the close of business on November 19, 2024 to the close of business on November 19, 2025. Accordingly, the Rights, which are not exercisable until the "Distribution Date" (as that term is defined in the Rights Agreement), will expire upon the earlier of: (i) the close of business on November 19, 2025; (ii) the time at which the Rights are redeemed under the Rights Agreement; (iii) the time at which the Rights are exchanged under the Rights Agreement; and (iv) the time at which the Rights are terminated upon the closing of any merger or other acquisition transaction involving the Company and a person pursuant to a merger or other acquisition agreement that has been approved by the Board before such person has become an "Acquiring Person" (as that term is defined in the Rights Agreement). The Second Amendment also changes the "Exercise Price" (as that term is defined in the Rights Agreement) to $40.00 per Right. The Second Amendment provides for the addition of

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Section 7 - Regulation FD

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 20, 2024, the Company issued a press release announcing the adoption of the Second Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of the form of Current Report on Form 8K, the information in the foregoing paragraph, including Exhibit 99.1, is furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Section 9 - Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . The following exhibits are filed or furnished, as applicable, as part of this Report: 3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of Daktronics, Inc. dated November 16, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Daktronics, Inc. filed on November 16, 2018). 4.1 Rights Agreement, dated as of November 16, 2018, by and between Daktronics, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Daktronics, Inc. filed on November 16, 2018). 4.2 First Amendment to Rights Agreement, dated as of November 19, 2021, by and between Daktronics, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Daktronics, Inc. filed on November 19, 2021). 4.3 Second Amendment to Rights Agreement, dated as of November 19, 2024, by and between Daktronics, Inc. and Equiniti Trust Company, LLC, as Rights Agent (filed herewith). 99.1 Press Release, dated November 20, 2024, issued by Daktronics, Inc. (furnished herewith). 104 Cover page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. DAKTRONICS, INC. By: /s/ Sheila M. Anderson Sheila M. Anderson, Chief Financial Officer Date: November 20, 2024 (Principal Financial Officer and Principal Accounting Officer) EXHIBIT INDEX Exhibit No. Description 3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of Daktronics, Inc. dated November 16, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Daktronics, Inc. filed on November 16, 2018). 4.1 Rights Agreement, dated

View Full Filing

View this 8-K filing on SEC EDGAR