Duos Technologies Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five directors (Charles P. Ferry, Ned Mavrommatis, James Craig Nixon, Frank A. Lonegro, and Brian J. James) to hold office for one-year terms and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Adjournment of the Annual Meeting if Necessary to Permit Further Solicitation of Proxies

   ManagementBoard: FOR

   Authorize the Board to adjourn or postpone the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve one or more proposals at the time of the meeting.

   More detail

   This proposal asks shareholders to grant the Board authority to adjourn or postpone the Annual Meeting if there are not sufficient votes to approve one or more proposals, so that the Company may solicit additional proxies. Management seeks this approval as a procedural safeguard to allow time to continue outreach and solicitation efforts where vote shortfalls exist, thereby increasing the likelihood that key matters (director elections, auditor ratification) will be approved without having to reconvene under less favorable circumstances. The practical effect, if approved, is to give the Board discretion to select new dates for the meeting or to delay the start of the meeting to permit further solicitation, which is a common corporate governance mechanism to address unexpected voting outcomes. The proposal specifies that shareholders who have already submitted proxies do not need to re-submit them unless they wish to change instructions, and it notes the Company does not intend to use the adjournment authority if the other proposals are already approved. Approval requires a simple majority of votes cast and abstentions and broker non-votes will not affect the result. The Board’s recommendation to vote FOR is grounded in the view that adjournment authority protects shareholder and company interests by avoiding premature termination of the meeting and facilitating adequate shareholder participation in contested outcomes. However, such adjournment power can be used strategically to extend solicitation periods, which may permit management to gather additional support through targeted outreach or additional solicitations of affiliated holders; shareholders should weigh the benefit of ensuring a quorum and adequate consideration against the potential for delay. Given the Company’s capital structure (including preferred shares with enhanced voting rights held by related entities) and recent governance changes, the adjournment authority could be material in close votes and may influence the timing and dynamics of any contested matters. Overall, the proposal is procedural in nature and typically considered pro-management, but its exercise could have substantive implications in closely contested votes.

Upcoming shareholder meetings at Duos Technologies Group Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Duos Technologies Group Inc 2026 annual meeting?

Duos Technologies Group Inc (DUOT) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

Who are the director nominees for Duos Technologies Group Inc's 2026 meeting?

The board is presenting 5 director nominees at the Duos Technologies Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Duos Technologies Group Inc 2026 meeting?

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