4 nominees · 7 ballot items.
Summary: The 2025 Digital Ally proxy solicits votes on seven proposals: elect four directors; ratify independent auditor Victor Mokuolu CPA PLLC; approve note and warrant transactions under the Securities Purchase Agreement; approve the ELOC committed equity financing; amend the 2022 Stock Option and Restricted Stock Plan to add 375,000 shares; approve the compensation paid to the named executive officers (say-on-pay); and determine the frequency of the say-on-pay vote (every 3 years).
Election of four directors to the Board of Digital Ally, Inc., from the slate comprising Stanton E. Ross, Leroy C. Richie, D. Duke Daughtery and Charles M. Anderson.
Ratify the appointment of Victor Mokuolu CPA PLLC as the Company's independent registered public accounting firm for the year ending December 31, 2025.
Approve the transactions contemplated by the securities purchase agreement dated September 15, 2025, including the issuance of senior secured convertible notes and warrants.
Approve the transactions contemplated by the ELOC Purchase Agreement, including the issuance of 20% or more of outstanding Common Stock under the ELOC Financing.
Amend the 2022 Stock Option and Restricted Stock Plan to increase the number of shares reserved for issuance by 375,000 (to 375,045).
Non-binding advisory vote to approve compensation paid to the Company’s named executive officers.
Non-binding advisory vote on the frequency of the stockholder advisory vote on executive compensation (every 1, 2, or 3 years).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 5.61% | 35,196 | $21K |
| 2 | Marex Group plc | 4.30% | 26,954 | $16K |
| 3 | MORGAN STANLEY | 2.95% | 18,520 | $11K |
| 4 | HRT FINANCIAL LP | 1.98% | 12,417 | $7K |
| 5 | Tower Research Capital LLC (TRC | 0.32% | 2,013 | $1K |
| 6 | UBS Group AG | 0.32% | 1,983 | $1K |
| 7 | UBS Group AG | 0.10% | 608 | $355 |
| 8 | OSAIC HOLDINGS, INC. | 0.01% | 33 | $19 |
| 9 | SBI Securities Co., Ltd. | 0.00% | 5 | $3 |
| 10 | BlackRock, Inc. | 0.00% | 5 | $3 |
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