Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
Digital
Ally, Inc. (the “Company”) held its annual meeting of the shareholders (the “Annual Meeting”) on Wednesday,
September 9, 2020. There were 17,897,837 shares of common stock, par value $0.001 per share (the “Common Stock”),
represented in person or by proxy at the Annual Meeting, constituting approximately 67.2% of the outstanding shares of Common
Stock on July 24, 2020, the record date for the Annual Meeting (the “Record Date”), and establishing a quorum. The
matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal
One: Election of Four Directors of the Company.
Name
|
|
Votes
For
|
|
|
Votes
Withheld
|
|
|
Broker
Non-Votes
|
|
Stanton E. Ross
|
|
|
4,683,050
|
|
|
|
317,737
|
|
|
|
12,897,050
|
|
Leroy C. Richie
|
|
|
3,973,208
|
|
|
|
1,024,219
|
|
|
|
12,900,410
|
|
Daniel F. Hutchins
|
|
|
4,325,596
|
|
|
|
671,831
|
|
|
|
12,900,410
|
|
Michael J. Caulfield
|
|
|
4,014,907
|
|
|
|
982,520
|
|
|
|
12,900,410
|
|
All
nominees were duly elected.
The
Board of Directors of the Company made appointments to its various committees after the Annual Meeting. The members of the Company’s
Audit Committee are Messrs. Hutchins, Richie and Caulfield. Mr. Hutchins is the chairman of the Audit Committee. The members of
the Compensation Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Compensation Committee. The members
of the Nominating and Governance Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Nominating and
Governance Committee.
Proposal
Two: Approval of the 2020 Digital Ally, Inc. Stock Option and Restricted Stock Plan (the “Plan”) which provides
for 1,500,000 shares of Common Stock reserved for issuance under the Plan.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
3,571,595
|
|
|
|
1,353,554
|
|
|
|
75,638
|
|
|
|
12,897,050
|
|
The
Plan, which provides for 1,500,000 shares of Common Stock reserved for issuance under the Plan, was approved.
Proposal
Three: Approval of an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”),
to increase the number of authorized shares of capital stock that the Company may issue from 50,000,000 to 100,000,000, of which
all 100,000,000 shares will be classified as Common Stock.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
12,907,809
|
|
|
|
4,797,370
|
|
|
|
192,658
|
|
|
|
2,936,483
|
|
The
amendment to the Articles to increase the number of authorized shares of capital stock that the Company may issue from 50,000,000
to 100,000,000, of which all 100,000,000 shares shall be classified as Common Stock, was approved.
Proposal
Four: Approval of an amendment to the Articles to increase the number of authorized shares of the Company’s capital
stock by 10,000,000 and to classify such shares as blank check preferred stock.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
3,400,261
|
|
|
|
1,558,189
|
|
|
|
42,337
|
|
|
|
12,897,050
|
|
The
amendment to the Articles to increase the number of authorized shares of capital stock by 10,000,000 and classify such shares
as blank check preferred stock received a majority of the votes cast. However, the Company’s Amended and Restated Bylaws,
as amended, and Nevada Private Corporations Law require the affirmative vote of a majority of the issued and outstanding shares
of Common Stock as of the Record Date to approve such amendment to the Articles. Therefore, such amendment to the Articles was
not approved.
Proposal
Five: Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2020.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
16,625,916
|
|
|
|
831,701
|
|
|
|
440,220
|
|
|
|
0
|
|
The
appointment of RBSM LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020
was ratified.