Digital Ally Files Definitive Proxy Statement

TL;DR

Digital Ally proxy statement out - vote on directors & auditors soon.

AI Summary

Digital Ally, Inc. filed its definitive proxy statement on November 22, 2024, for its annual meeting. The filing outlines the company's governance, executive compensation, and proposals to be voted on by shareholders. Key items likely include the election of directors and ratification of the independent auditor.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and important corporate matters.

Risk Assessment

Risk Level: low — This is a standard proxy filing, providing information to shareholders rather than announcing new material events.

Key Players & Entities

• Digital Ally, Inc. (company) — Registrant
• 20241122 (date) — Filing Date
• 14001 Marshall Drive Lenexa, Kansas 66215 (address) — Company Address

FAQ

Key Financial Figures

• $0.001 — nding shares of common stock, par value $0.001 per share (the “Common Stock&rdqu

Filing Documents

• formdef14a.htm (DEF 14A) — 608KB
• logo_01.jpg (GRAPHIC) — 32KB
• formpre14a_002.jpg (GRAPHIC) — 2KB
• formpre14a_003.jpg (GRAPHIC) — 2KB
• formpre14a_004.jpg (GRAPHIC) — 2KB
• formpre14a_005.jpg (GRAPHIC) — 1KB
• proxy_001.jpg (GRAPHIC) — 2608KB
• proxy_002.jpg (GRAPHIC) — 1305KB
• 0001493152-24-047372.txt ( ) — 6044KB

EXECUTIVE COMPENSATION AND RELATED INFORMATION

EXECUTIVE COMPENSATION AND RELATED INFORMATION 12 Summary Compensation Table 12 Grant of Plan-Based Awards 14 Employment Contracts, Termination of Employment and Change-in-Control Arrangements 14 Retention Agreements 14 Outstanding Equity Awards at Fiscal Year-End 16 Option Exercises and Stock Vested 17 Stock Option and Restricted Stock Grants 17 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 21 TRANSACTIONS WITH RELATED PERSONS 22 PROPOSAL TWO: TO RATIFY THE APPOINTMENT OF RBSM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 23 Audit and Related Fees 23 Vote Required and Board Recommendation 23 REPORT OF THE AUDIT COMMITTEE 23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25 PROPOSAL THREE: APPROVAL OF THE NASDAQ PROPOSAL 26 Summary 26 Background 26 Effect on Issuance of Additional Shares 28 Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval 28 Additional Information 28 Vote Required and Recommendation 28 PROPOSAL FOUR: TO AUTHORIZE THE BOARD TO AMEND THE ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF ALL OUTSTANDING SHARES OF COMMON STOCK 29 Summary 29 Board Discretion to Implement the Reverse Stock Split 29 Purpose of Reverse Stock Split 30 Risks of Reverse Stock Split 31 Principle Effects of Reverse Stock Split 31 Fractional Shares 33 No Appraisal Rights 33 Certain United States Federal Income Tax Consequences 33 Accounting Consequences 34 Exchange of Stock Certificates 34 Book-Entry 34 Interests of Directors and Executive Officers 34 Reservation of Right to Abandon a Reverse Stock Split 34 Vote Required and Recommendation 34 ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS AND NOMINATIONS 35 Cautionary Note Regarding Forward Looking Statements Certain Private Securities Litigation Reform Act of 1995. In particular, these forward-looking statements include, among others, statements about, opportunities for and growth of our business, our plans regarding product development and enhancements, and our expectations regarding profitability. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking st

forward-looking statements

forward-looking statements. iii DIGITAL ALLY, INC. PROXY FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS INFORMATION CONCERNING SOLICITATION AND VOTING General The enclosed proxy is solicited on behalf of the Board of Directors of Digital Ally, Inc., a Nevada corporation, (referred to in this proxy with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at a Annual Meeting of Stockholders (the “Annual Meeting”) to be held on December 16, 2024 at 1:00 p.m., Central Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying notice of Annual Meeting of Stockholders. The Annual Meeting will be held at our corporate facility, located at 14001 Marshall Drive, Lenexa, Kansas, 66215. The telephone number at that location is (913) 814-7774. Voting materials, which include this proxy statement (the “Proxy Statement”) and the enclosed proxy card, will be first mailed to stockholders on or about November 25, 2024. Stanton E. Ross is named as attorney-in-fact in the proxy. Mr. Ross is our Chairman of the Board, and Chief Executive Officer. Mr. Ross will vote all shares represented by properly executed proxies returned in time to be counted at the Annual Meeting, as described below. Where a vote has been specified in the proxy with respect to the matters identified in the notice of the Annual Meeting, the shares represented by the proxy will be voted in accordance with those voting specifications. If no voting instructions are indicated, your shares will be voted as recommended by the Board of Directors on all matters, and as the proxy holder may determine in his discretion with respect to any other matters properly presented for a vote before the Annual Meeting. The sto

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View this DEF 14A filing on SEC EDGAR