Daktronics Files DEF 14A: Executive Comp & Financials

TL;DR

Daktronics DEF 14A out: exec pay details, stock awards, and financials for FY24.

AI Summary

Daktronics Inc. filed its DEF 14A on August 5, 2024, detailing executive compensation and other corporate matters for the fiscal year ending April 27, 2024. The filing includes information on stock awards, option awards, and the valuation of equity awards granted to its principal executive officers. Specific financial figures related to operating income for the fiscal years 2022, 2023, and 2024 are also provided.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and performance is measured, impacting corporate governance and investor confidence.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) providing information on executive compensation and corporate governance, not indicating new or unusual risks.

Key Numbers

• 2024-04-27 — Fiscal Year End (Reporting period for executive compensation and financial data.)
• 2023-04-30 — Prior Fiscal Year End (Comparative financial data for executive compensation.)
• 2022-05-01 — Earlier Fiscal Year End (Further comparative financial data for executive compensation.)

Key Players & Entities

• Daktronics Inc. (company) — Filer of the DEF 14A
• August 5, 2024 (date) — Filing date of the DEF 14A
• April 27, 2024 (date) — Fiscal year end

FAQ

Key Financial Figures

• $40,000 — tion of proxies for an estimated fee of $40,000 plus approved disbursements and out-of-

Filing Documents

• dakt-20240805.htm (DEF 14A) — 877KB
• dakt-20240805_g1.jpg (GRAPHIC) — 348KB
• dakt-20240805_g2.jpg (GRAPHIC) — 360KB
• dakt-20240805_g3.jpg (GRAPHIC) — 378KB
• dakt-20240805_g4.jpg (GRAPHIC) — 350KB
• dakt-20240805_g5.jpg (GRAPHIC) — 277KB
• dakt-20240805_g6.jpg (GRAPHIC) — 315KB
• 0000915779-24-000055.txt ( ) — 5827KB
• dakt-20240805.xsd (EX-101.SCH) — 3KB
• dakt-20240805_def.xml (EX-101.DEF) — 3KB
• dakt-20240805_lab.xml (EX-101.LAB) — 4KB
• dakt-20240805_pre.xml (EX-101.PRE) — 2KB
• dakt-20240805_htm.xml (XML) — 113KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 4 Proposal One - Election of Directors 6 Proposal Two - Advisory (Non-Binding) Approval of the Compensation of Named Executive Officers 10 Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm 11 Corporate Governance 12 Compensation Discussion and Analysis 19 Compensation Committee Report 22

Executive Compensation

Executive Compensation 23 Audit Committee Report 33 Householding of Annual Disclosure Documents 34 Available Information 34 Notice and Ballot 35 DAKTRONICS, INC. PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS PROCEDURAL MATTERS General The enclosed proxy is solicited by and on behalf of the Board of Directors (the "Board") of Daktronics, Inc., a South Dakota corporation, for use at our 2024 Annual Meeting of Shareholders and any adjournments or postponements thereof (the "Annual Meeting") scheduled to be held on Wednesday, September 4, 2024 at Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota at 4:30 p.m. Central Daylight Time, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. This Proxy Statement and the accompanying form of proxy, together with our Fiscal 2024 Annual Report to Shareholders, are being made available to shareholders on the Internet or are being mailed on or about August 1, 2024 to shareholders entitled to vote at the Annual Meeting. All shareholders are invited to attend the Annual Meeting in person with proof of ownership, such as your last broker or EQ Shareholder Services statement, and government-issued identification. In this Proxy Statement, "Daktronics", "Company", "registrant", "we", "us" and "our" refer to Daktronics, Inc. Shareholders Entitled to Vote; Record Date Only shareholders of record at the close of business on July 8, 2024 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 46,342,072 shares of our common stock, no par value (the "Common Stock"), outstanding and entitled to vote held by 848 shareholders of record. Notice of Internet Availability of Proxy Materials We are making proxy materials for the Annual Meeting available over the Internet. Therefore, we are mailing to the majority of our shareholders a notice about the Internet availability of the proxy materials instead of a

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the beneficial ownership of Common Stock as of July 8, 2024 by each of our Directors; by each "Named Executive Officer" named in the Summary Compensation Table; by all Named Executive Officers and all Directors as a group; and by each shareholder who is known by us to own beneficially more than five percent of our outstanding shares of Common Stock. Name and Address of Beneficial Owners 1 Note Amount and Nature of Beneficial Ownership(1) Percentage of Outstanding Shares(2) 5% Beneficial Owners: (15) BlackRock, Inc. (16) 2,888,718 6.2 % 55 East 52nd Street New York, NY 10055 Dimensional Fund Advisors LP (17) 2,451,404 5.3 % Building One, 6300 Bee Cave Road Austin, TX 78746 Duquesne Family Office, LLC (18) 2,493,605 5.4 % 40 West 57th Street, 25th Floor New York, NY 10019 Dr. Aelred J. Kurtenbach (19) 2,777,288 6.0 % Named Executive Officers and Directors: Reece A. Kurtenbach (3) 693,610 1.5 % Howard I. Atkins (4) 23,986 * Kevin P. McDermott (5) 87,305 * John P. Friel (6) 82,657 * Dr. Jos-Marie Griffiths (7) 50,335 * Shereta D. Williams (8) 36,345 * Lance D. Bultena (9) 36,345 * Andrew D. Siegel (10) 1,301,659 2.8 % Sheila M. Anderson (11) 105,864 * Bradley T. Wiemann (12) 186,345 * Matthew J. Kurtenbach (13) 306,205 * Carla S. Gatzke (14) 838,783 1.8 % All Directors and all Named Executive Officers as a group (12 persons, consisting of those named above) 3,749,439 8.1 % * Less than one percent (1) Each person has sole voting and sole dispositive power with respect to all outstanding shares, except as noted. (2) Applicable percentage ownership is based on 46,342,072 shares of Common Stock outstanding as of July 8, 2024. In computing the number of shares of Common Stock beneficially owned by a person or group and the percentage ownership of that person or group, we deemed outstanding shares of Common Stock subject to

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View this DEF 14A filing on SEC EDGAR