Daktronics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two directors (Dr. Lance D. Bultena and Dr. José‑Marie Griffiths) to serve three-year terms expiring in 2029.

2. 2

   Advisory (Non-Binding) Approval of the Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   This advisory, non-binding proposal asks stockholders to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, a routine 'say-on-pay' vote required by Section 14A. Management is seeking approval to validate its pay-for-performance framework, which combines base salary, annual cash incentives tied to revenue and operating margin, and long-term equity awards (RSUs and PSUs) intended to align executive interests with long-term stockholder value. The Company points to its Compensation Committee’s use of benchmarking, an independent compensation consultant, and specific program design elements (including multi-year performance metrics and clawback and stock ownership policies) as governance features supporting the program. The proposal is non-binding, but the Board and Compensation Committee state they will consider the vote’s outcome when making future compensation decisions, making it an important feedback mechanism. Company-specific context includes a recent CEO transition and new-hire arrangements (a sign-on bonus and equity for the new CEO) and the introduction of PSUs in FY2026 to strengthen long-term alignment. Management emphasizes that prior say-on-pay support (approximately 88.9% in favor at the 2025 annual meeting) indicated general stockholder support for the compensation approach. Opponents (if any) might focus on the non-binding nature of the vote, the magnitude of certain awards (e.g., sign-on or retention payments), or the potential for pay to diverge from realized performance, but management’s counter-argument centers on program structure and governance safeguards. The Board recommends a vote FOR, citing alignment with long-term interests, oversight by the Compensation Committee, and the view that the program is fair and appropriate.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending May 1, 2027.

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When is the Daktronics Inc 2026 annual meeting?

Daktronics Inc (DAKT) holds its 2026 annual shareholder meeting on Wednesday, September 16, 2026.

What is the record date for the Daktronics Inc 2026 meeting?

The record date for the Daktronics Inc 2026 meeting is Monday, July 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Daktronics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Daktronics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Daktronics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Daktronics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.