Form PRER14A - Preliminary Proxy Soliciting materials

Provision

South Dakota Law, South Dakota Articles,
and South Dakota Bylaws

Delaware Law, Delaware Certificate of
Incorporation, and Delaware Bylaws

Commentary

permit the election of directors even when those candidates do not have widespread stockholder support. However, plurality voting in a contested election should continue to apply. For example, in a contested election where there are two or more candidates for a single director position, if majority voting were utilized, there is an increased likelihood that no candidate would receive a majority vote, resulting in a failed election.

Removal of Directors

South Dakota law provides that any director may be removed, with or without cause, from office by the vote of shareholders unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. Any removal by shareholders must be conducted at a meeting properly noticed and held for at least such purpose. A director may not be removed if the number of votes sufficient to elect that director under cumulative voting is voted against removal. A director may be removed by judicial proceeding if the circuit court in the county where a corporation’s principal office is located finds that: (i) the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused his or her position, or intentionally inflicted harm on the corporation; and (ii) removal of the director would be in the best interest of the corporation.

The South Dakota Bylaws provide that Directors may be removed from office at any time, with or without cause, by the affirmative vote of a majority of the shareholders entitled to vote at a special meeting called for that purpose. A director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal.

Delaware law provides that any director or the entire Board of Directors may be removed with or without cause by the holders of a majority of the shares entitled to vote at an election of directors, except that: (1) members of a classified board of directors may be removed only for cause, unless the certificate of incorporation provides otherwise; and (2) in the case of a corporation having cumulative voting, directors may not be removed in certain situations without satisfying certain stockholder approval requirements.

The Delaware Certificate of Incorporation provides that directors may be removed, with or without cause, by stockholders holding at least 50% of the shares outstanding and entitled to vote at a stockholder meeting.

Delaware law provides enhanced stockholder rights. Under the South Dakota Constitution’s cumulative voting mandate, even if a majority of shareholders support the removal of a director, a minority shareholder or small group of minority shareholders could “block” removal by voting against such removal. The Delaware Certificate of Incorporation provides no such limitation, and as such, there is no ability for minority stockholders to “block” a removal of a director that has been approved by a majority of the shares outstanding and entitled to vote.

PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Daktronics, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION

DAKTRONICS, INC.

201 Daktronics Drive

Brookings, South Dakota 57006

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

APRIL 16, 2025


Time		8:00 a.m. Central Time on Wednesday, April 16, 2025

Place		Daktronics, Inc. (the “Company,” “we,” or “us”) 201 Daktronics Drive Brookings, South Dakota 57006

Items of Business		1. To approve the reincorporation of the Company from the State of South Dakota to the State of Delaware pursuant to a plan of conversion (“Proposal 1”); and
		2. To approve an adjournment of the meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1 (“Proposal 2”).

Recommendations		THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1 AND PROPOSAL 2.

Record Date		You are entitled to notice of and to vote at the Company’s Special Meeting of Shareholders to be held on April 16, 2025 (the “Special Meeting”) if you were a shareholder of record at the close of business on March 6, 2025.

Special Meeting		All shareholders are invited to attend the Special Meeting in person with proof of ownership, such as your last broker or EQ Shareholder Services statement.

Voting by Proxy		Even if you plan to attend the Special Meeting, please submit a proxy as soon as possible so that your shares can be voted at the Special Meeting in accordance with your instructions. Shareholders may vote their shares:
		1. over the Internet;
		2. by written ballot at the Special Meeting;
		3. by telephone; or
		4. by mail.

		For specific instructions, refer to the “Proxy Procedure” section of the proxy statement related to the Special Meeting (the “Proxy Statement”) or to the voting instructions on the proxy card for the Special Meeting (the “Proxy Card”), both of which accompany this Notice of Special Meeting of Shareholders (this “Notice”).

THE PROXY STATEMENT AND THE PROXY CARD ARE FIRST BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT [•], 2025.

By Order of the Board of Directors,

Carla S. Gatzke

Secretary

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE DAKTRONICS, INC. SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2025.

This Notice, the Proxy Statement, and the Proxy Card are available at our cookies-free website at investor.daktronics.com.

Daktronics, Inc.

Table of Contents


	Page

GENERAL MATTERS		2

PROPOSAL 1: APPROVAL OF THE REINCORPORATION OF THE COMPANY FROM THE STATE OF SOUTH DAKOTA TO THE STATE OF DELAWARE		2

PROPOSAL 2: ADJOURNMENT OF MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES IN FAVOR OF REINCORPORATION		24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		25

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS		27

PROXY PROCEDURE		27

OTHER MATTERS		30

EXHIBITS

ANNEX A – PLAN OF CONVERSION

ANNEX B – ARTICLES OF SURRENDER

ANNEX C – CERTIFICATE OF CONVERSION

ANNEX D – CERTIFICATE OF INCORPORATION

ANNEX E – BYLAWS OF DAKTRONICS, INC.

APPENDIX – FORM OF PROXY

PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION

DAKTRONICS, INC.

SPECIAL MEETING OF SHAREHOLDERS

APRIL 16, 2025

PROXY STATEMENT

GENERAL MATTERS

The enclosed form of proxy (the “Proxy Card”) is solicited by and on behalf of the Board of Directors (the “Board” or “Board of Directors”) of Daktronics, Inc., a South Dakota corporation (the “Company,” “we,” or “us,”), for use at the Special Meeting of Shareholders and any adjournments or postponements thereof (the “Special Meeting”) scheduled to be held on Wednesday, April 16, 2025 at Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006 at 8:00 a.m. Central Time, for the purposes set forth herein and in the accompanying Notice of Special Meeting. This proxy statement (this “Proxy Statement”) and the accompanying Proxy Card are being mailed on or about [•], 2025 to shareholders entitled to vote at the Special Meeting.

PROPOSAL 1

APPROVAL OF THE REINCORPORATION OF THE COMPANY

FROM THE STATE OF SOUTH DAKOTA TO THE STATE OF DELAWARE

General

On January 16, 2025, for the reasons discussed below, the Board of Directors unanimously approved and declared it advisable and in the best interests of the Company and its shareholders to change the Company’s state of incorporation from the State of South Dakota to the State of Delaware, subject to approval by the Company’s shareholders at the Special Meeting (the “Reincorporation”).

If approved by the Company’s shareholders, the Reincorporation will be effected pursuant to the plan of domestication to be entered into by the Company (the “Plan of Conversion”). In accordance with South Dakota law and Delaware law, the Plan of Conversion includes the certificate of conversion and the certificate of incorporation that will govern the resulting Delaware corporation (the “Delaware Certificate of Conversion” and the “Delaware Certificate of Incorporation,” respectively). Accordingly, approval of the Reincorporation under this proposal (“Proposal 1” or the “Reincorporation Proposal”) will also constitute approval and adoption of the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, and an authorization pursuant to the Plan of Conversion to adopt the Delaware bylaws (the “Delaware Bylaws”) to conform to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”).

As discussed below under the section titled “Principal Reasons for the Reincorporation,” in reaching its decision with respect to the Reincorporation, the Board considered, among other factors, the impact of cumulative voting and the risks it presents to the Company and its shareholders. Under cumulative voting, a shareholder can vote the number of shares it owns, multiplied by the number of board seats up for election, and cast those votes for one director candidate, or spread them out among several candidates. The effect of cumulative voting is that a shareholder can, unilaterally or working together with a group, elect someone to our Board, even if the director-nominee is not approved by, or in the best interests of, the owners of a majority of the shares. Cumulative voting can enable a single shareholder or group of shareholders to elect directors to further their specific interests.

For that reason, among others discussed elsewhere in this Proposal 1, cumulative voting is uncommon. According to data collected by FactSet, fewer than 100 of the nearly 3,000 publicly traded U.S. companies with market capitalizations greater than $100 million have cumulative voting. South Dakota is one of just four states that mandate both publicly traded and privately held corporations use cumulative voting for the election of directors. Corporations chartered in South Dakota are required to adopt cumulative voting pursuant to the South Dakota Constitution. Accordingly, the Board of Directors cannot eliminate cumulative voting through an amendment to the Company’s existing articles of incorporation (the “South Dakota Articles”) and bylaws (the “South Dakota Bylaws”), even if a majority (or even all) of the Company’s shareholders desired to eliminate cumulative voting. The Reincorporation is the only way for the Company to modernize the Company’s election mechanics and eliminate cumulative voting, which the Board believes will protect the interests of shareholders and allow for more democratic elections of the Company’s directors (“Directors”).

The principal effects of the Reincorporation, if approved by our shareholders and effected, will be that:

•

Cumulative voting in the election of directors will be replaced with the more conventional approach, which is sometimes referred to as “statutory voting.”

•

The Company will adopt a majority voting standard for uncontested elections of directors.

•

The Company will adopt “proxy access,” which allows long-term shareholders who have a significant ownership stake in the Company and meet other eligibility requirements to place a limited number of candidates in the Company’s proxy materials for election at an annual meeting.

•

Other key substantive rights of shareholders, including the right to call a special meeting, will remain. This is discussed in greater detail in the comparison chart below under the section of this Proposal 1 titled “Summary of Impact of Reincorporation on Shareholder Rights.”

•

The South Dakota Articles and the South Dakota Bylaws will be replaced by the Delaware Certificate of Incorporation and the Delaware Bylaws, respectively, as more fully described below.

•

The internal affairs of the Company will no longer be governed by South Dakota law and will instead be subject to Delaware law.

•

The resulting Delaware corporation (referred to in this Proposal 1 as “Daktronics-Delaware”) will be deemed to be the same entity as the Company as currently incorporated in South Dakota (referred to in this Proposal 1 as “Daktronics-South Dakota”), and all of the rights, privileges, and powers of Daktronics-South Dakota, and all property, real, personal, and mixed, and all debts due to Daktronics-South Dakota, as well as all other things and causes of action belonging to Daktronics-South Dakota, shall remain vested in Daktronics-Delaware.

•

All rights of creditors and all liens upon any property of Daktronics-South Dakota shall be preserved unimpaired, and all debts, liabilities, and duties of Daktronics-South Dakota shall remain attached to Daktronics-Delaware and may be enforced against Daktronics-Delaware to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as a corporation of the State of Delaware.

•

Daktronics-Delaware will have the same legal name as Daktronics-South Dakota and will continue with the same officers and Directors of Daktronics-South Dakota immediately prior to the Reincorporation, as more fully described below.

•

All of the issued and outstanding shares of our common stock, no par value (“Common Stock”), will be automatically converted into issued and outstanding shares of common stock of Daktronics-Delaware, without any action on the part of our shareholders.

•

We will continue to file periodic reports and other documents with the Securities and Exchange Commission (the “SEC”). The Reincorporation will not change the respective positions of the Company or shareholders under federal securities laws.

•

Shares of Common Stock that are freely tradable prior to the Reincorporation will continue to be freely tradable after the Reincorporation, and shares of Common Stock that are subject to restrictions prior to the Reincorporation will continue to be subject to the same restrictions after the Reincorporation. For purposes of computing compliance with the holding period requirement of Rule 144 under the Securities Act of 1933, as amended, shareholders will be deemed to have acquired the Daktronics-Delaware common stock on the date they originally acquired their shares of Common Stock.

•

Upon effectiveness of the Reincorporation and pursuant to the Plan of Conversion, all of our employee benefit and incentive plans will become Daktronics-Delaware plans, and each option, equity award, or other right issued under such plans will automatically be converted into an option, equity award, or right to purchase or receive the same number of shares of Daktronics-Delaware common stock, at the same price per share, upon the same terms and subject to the same conditions as before the Reincorporation.

Shareholders are urged to read this Proposal 1 carefully, including all of the related annexes referenced below and attached to this Proxy Statement, before voting on the Reincorporation.

Principal Reasons for the Reincorporation

Because the law of the state of incorporation governs the internal affairs of a corporation, choice of a state domicile is an important decision for a public company. State law can have meaningful consequences for a corporation and its shareholders, including with respect to the ability of shareholders to elect a qualified, cohesive board of directors that represents their collective interests. While there are many benefits to reincorporating in Delaware, which are outlined in more detail below under the section titled “Why You Should Vote for Reincorporation,” the principal reasons why the Board believes that a reincorporation to Delaware is in the best interests of the Company and its shareholders are: (i) the elimination of cumulative voting; (ii) the greater flexibility and responsiveness of the

DGCL to corporate needs through a more highly developed body of corporate law; and (iii) the Reincorporation aligns with the Company’s ongoing business transformation plan to enhance long-term profitability and shareholder value and position the Company for its next phase of innovation, commercial growth, and global market expansion (the “Business Transformation Plan”). The Board also considered several other factors in reaching its decision, including corporate governance, shareholder rights, attracting and retaining Directors and executives, and other advantages and disadvantages of the Reincorporation.

Elimination of Cumulative Voting. As discussed elsewhere in this Proposal 1, cumulative voting is a method of voting in corporate director elections that allows shareholders to allocate all their votes to one candidate or distribute them among multiple candidates, increasing the ability of one or a few minority shareholders to elect a faction of hand-picked director candidates that they believe will serve their particular interests, without broad shareholder support. Conversely, “statutory” voting, which is the voting procedure employed by most public companies in director elections, enables a shareholder to vote a maximum of the number of shares it owns for each candidate up for election. Cumulative voting in director elections is mandated by the South Dakota Constitution and the South Dakota Business Corporation Act (the “SDBCA”) and will therefore be mandatory on all director elections of South Dakota companies (including the Company) until and unless the South Dakota Constitution is amended, which, among other things, requires the popular vote of the people of South Dakota. The Board believes that this unusual feature of South Dakota law threatens the stability and continuity of the Company by empowering vocal minority shareholders to upset the will of the majority of shareholders. Accordingly, the Board believes that reincorporating in a state that permits statutory voting is in the best interests of all of the Company’s shareholders.

Highly Developed Corporate Law. The State of Delaware has been a leader in adopting a comprehensive and coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations. As a result, Delaware has become a preferred domicile for a majority of American publicly traded corporations, and the DGCL and administrative practices have become comparatively well-known and widely understood. The Board believes that the comprehensiveness and flexibility of Delaware’s corporate law, and its tradition of promoting shareholder-friendly corporate governance, serves the interests of the Company’s shareholders.

Alignment with Business Transformation Plan. The modernized corporate governance framework in Delaware also aligns with the Business Transformation Plan. As previously disclosed, the Company has executed a series of initiatives as part of the Business Transformation Plan that are designed to accelerate profitable growth, increase profit margins, promote better corporate governance practices, and drive higher returns that consistently exceed the Company’s cost of capital. These initiatives to further the Business Transformation Plan include, among other measures, initiating a search for a new Chief Executive Officer, instituting a Business Transformation Office, forming an ad hoc Transformation Committee of the Board, appointing an independent Chairman of the Board, appointing an Acting Chief Financial Officer and Chief Transformation Officer to support achievement of the Company’s return on invested capital goals, and creating the office of Chief Data and Analytics Officer to oversee, support, and accelerate the Company’s digital transformation objectives. The Reincorporation promotes leadership stability and continuity, affording management and the Board adequate opportunity to achieve the objectives of the Business Transformation Plan. Additionally, the Company believes that the Reincorporation provides for a better governance framework, which supports the Company’s existing Business Transformation Plan initiatives by providing a stable and predictable legal foundation that promotes strategic decision-making and Director and officer recruitment.

Why You Should Vote for Reincorporation

The Reincorporation offers a number of benefits to shareholders, some of which, as discussed above, were identified by the Board in connection with its evaluation of the Reincorporation:

Elimination of Cumulative Voting and Other Shareholder-Friendly Governance Changes. In addition to the elimination of cumulative voting, the Delaware Bylaws contemplate the adoption of two new governance measures: majority voting in uncontested director elections and proxy access. The adoption of each of the new governance measures under the Delaware Bylaws is conditioned upon shareholders adopting and approving the Reincorporation Proposal. While cumulative voting is enshrined in the South Dakota Constitution, with no means to contract around that constitutional right, under Delaware law, cumulative voting in director elections is prohibited unless expressly provided for in a company’s certificate of incorporation. The Board believes that shareholder democracy is a fundamental principle underlying majority voting. Requiring each director-nominee to receive more “for” votes than “against” votes emphasizes broad shareholder support for each board member, whereas cumulating votes allows for disproportionate influence by smaller shareholder groups. The Board’s view is that tying directors to the interests of a subset of shareholders can impair a board’s ability to operate effectively and is inconsistent with shareholder democracy. The Board believes that a change to a majority vote standard in uncontested director elections, coupled with the elimination of cumulative voting, is appropriate at this time and is consistent with the Board’s desire to maintain alignment of shareholder interests and Board accountability. Furthermore, the adoption of a majority voting standard is intended to reinforce the Board’s belief that it is accountable to, and should represent the interests of all of, the Company’s shareholders. Therefore, the Board believes there is a fundamental incompatibility between cumulative voting and majority voting such that it is not feasible to adopt a meaningful and equitable majority voting standard while subject to South Dakota law’s cumulative voting mandate. Conversely, a change to a majority voting standard in uncontested director elections, coupled with the elimination of cumulative voting, is consistent with the Board’s desire to maintain alignment of shareholder interests

and Board accountability. Therefore, if the Reincorporation Proposal is not approved by our shareholders at the Special Meeting, a majority voting standard for uncontested director elections will not be adopted by the Board.

With respect to proxy access, while this measure could be implemented without the Reincorporation, the Board believes that doing so would create a similar governance misalignment, especially in light of the Company’s existing cumulative voting framework. The Board’s intent is that proxy access, combined with a majority voting standard and the elimination of cumulative voting, will give all shareholders, including minority shareholders, the opportunity to express their opinions and actively participate in elections, while limiting the ability of a minority shareholder to have a disproportionate influence on director elections.

Therefore, if the Reincorporation is effected, the Company will institute the following improvements to its corporate governance practices, as reflected in the Delaware Bylaws, in order to promote shareholder participation and enhance corporate democracy:

•

Statutory Voting in Director Elections: The Board has approved, subject to shareholder approval of the Reincorporation, a “statutory voting standard” for director elections, thereby eliminating cumulative voting. As discussed above under the section titled “Principal Reasons for the Reincorporation,” cumulative voting is a practice which is currently mandated by the South Dakota Constitution and the SDBCA and which the Board believes is not in the best interests of the Company or its shareholders. Statutory voting promotes more democratic director elections by ensuring that the composition of the board of directors reflects the will of shareholders holding a majority of a company’s shares. This method prevents minority shareholders, whose interests may be adverse to all other shareholders, from exercising undue influence over the board’s composition and leveraging cumulative voting to select directors to serve the minority shareholders’ narrow interests. Statutory voting ensures that all directors must earn widespread shareholder approval. We believe that by reducing the risk of a factionalized board of directors, statutory voting promotes effective governance and oversight. Conversely, the existing cumulative voting structure mandated by South Dakota law creates the potential for special interest Directors to be elected to the Board without broad support from our shareholders. Consistent with best practices for corporate governance, the Board believes that Directors should be elected by a majority of the shares voted, and the Delaware Bylaws provide for such a mechanism.

•

Majority Voting for Uncontested Elections: The Delaware Bylaws require that any Director who is running in an uncontested election must receive the affirmative vote of the majority of the votes cast in order to be re-elected. We believe that this practice enhances board accountability by ensuring that only candidates who receive more “for” votes than “against” votes are elected, thereby enabling all shareholders to have a voice in director elections and facilitating the election of directors who most closely represent the interests of all shareholders. This approach prevents the automatic re-election of directors who may lack sufficient shareholder support and promotes a board composition that is more responsive to investor concerns. Unlike plurality voting, where a single vote can secure a director’s position in uncontested scenarios, majority voting in uncontested elections requires broader approval, leading to increased director engagement and performance. By aligning board membership more closely with shareholder interests, majority voting fosters improved corporate governance and long-term value creation for shareholders.

•

Adoption of Proxy Access: Proxy access allows shareholders who meet certain requirements to nominate director candidates through a company’s proxy materials, which gives shareholders the opportunity to nominate a portion of the board of directors without undertaking the expense of a proxy solicitation. Proxy access is widely regarded by proxy advisory firms and large institutional investors as a fundamental shareholder right and best practice and, as a result, has been adopted by the overwhelming majority of large publicly traded corporations. The South Dakota Bylaws do not contain a proxy access provision, but the Delaware Bylaws do.

Prominence, Predictability, and Flexibility of Delaware Law. One of the factors considered by the Board of Directors is that the corporate laws of the State of Delaware are more comprehensive, widely-used, and extensively interpreted than the corporate laws of other states, including the SDBCA. The State of Delaware is recognized for adopting comprehensive, modern, and flexible corporate laws, which are amended periodically to respond to the changing legal and business needs of corporations. Delaware has established a specialized court, the Court of Chancery, that has exclusive jurisdiction over matters relating to the DGCL. The Delaware judiciary has become particularly familiar with corporate law matters, and a substantial body of court decisions has developed construing the laws of Delaware, thus providing greater clarity and predictability with respect to Delaware companies’ corporate legal and governance affairs. In addition, Delaware courts (including the Court of Chancery and the Delaware Supreme Court) are highly regarded for their considerable expertise in dealing with corporate legal issues and for producing a substantial body of case law construing Delaware law, with cases concerning areas that South Dakota courts typically have not considered. Because the judicial system is based largely on legal precedent, the abundance of Delaware case law should serve to enhance the relative clarity and predictability of many areas of corporate law, which may ultimately offer added advantages to us by allowing the Board of Directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. As a result of the flexibility and responsiveness of the Delaware corporate laws to the legal and business needs of corporations and the expertise of the Delaware courts (and the extensive precedents available in Delaware law), many major corporations are incorporated in Delaware or have changed their corporate domiciles to Delaware in a manner similar to the Reincorporation that we are proposing.

Enhanced Ability to Attract and Retain Qualified Directors and Officers. We also believe that this predictability and certainty accompanying the Reincorporation will enhance our ability to attract and retain qualified directors and officers and encourage directors and officers to continue to make independent decisions in good faith on behalf of the Company. We are in a competitive industry and compete for talented individuals to serve on our management team and on the Board of Directors. Delaware law, including provisions of the DGCL relating to fiduciary duties and director indemnification, is more familiar than South Dakota law to many potential director candidates and offers directors and officers greater certainty and stability. Director and officer liability is more extensively addressed in Delaware court decisions and is therefore better defined and better understood than under South Dakota law. We believe that the better understood and comparatively stable corporate environment afforded by Delaware law will enable us to compete more effectively in the recruitment and retention of talented and experienced directors and officers.

Greater Access to Capital. In addition, underwriters and other members of the financial services industry may be more willing and better able to assist in capital-raising programs for corporations having the greater flexibility afforded by Delaware law. Certain investment funds and institutional investors may be more comfortable and more willing to invest in a Delaware corporation than in a corporation incorporated in another U.S. jurisdiction whose corporate laws may be less well-understood or are otherwise perceived to be unresponsive to shareholder rights.

For these and other reasons, we believe that reincorporating in Delaware will allow us to better conduct our business and affairs and directly benefit and serve the best interests of all of our shareholders.

Plan of Conversion

To accomplish the Reincorporation, the Board of Directors has adopted the Plan of Conversion in the form attached to this Proxy Statement as Annex A. The Plan of Conversion provides that we will convert into a Delaware corporation and thereafter will be subject to all of the provisions of the DGCL. As required by South Dakota law and Delaware law, the Plan of Conversion includes the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, and the Delaware Bylaws for Daktronics-Delaware.

Assuming that holders of a majority of the voting power of the shares of Common Stock present or represented by proxy and entitled to vote at the Special Meeting at which a quorum is present vote in favor of Proposal 1 and that the Board of Directors does not elect to delay or terminate the Reincorporation, we will cause the Reincorporation to be effected at such time as we determine by filing: (1) the Articles of Charter Surrender, substantially in the form attached hereto as Annex B (the “Articles of Surrender”), with the South Dakota Secretary of State; and (2) the following documents with the Delaware Secretary of State: (A) the Delaware Certificate of Conversion, substantially in the form attached hereto as Annex C; and (B) the Delaware Certificate of Incorporation, which will govern Daktronics-Delaware, substantially in the form attached hereto as Annex D.

Approval of this Proposal 1 by our shareholders will constitute approval of the Plan of Conversion, the Articles of Surrender, the Delaware Certificate of Conversion, and the Delaware Certificate of Incorporation and the authorization to adopt the Delaware Bylaws (in the form attached hereto as Annex E) for Daktronics-Delaware.

If the Reincorporation is approved by our shareholders and the Board of Directors does not elect to delay or terminate the Reincorporation, the Reincorporation would become effective upon the filing (and acceptance thereof by the South Dakota Secretary of State) of the Articles of Surrender and the filing (and acceptance thereof by the Delaware Secretary of State) of the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation, or at such later date and time specified therein, which date will not be more than 90 days after the date on which we file the Articles of Surrender with the South Dakota Secretary of State.

Effects of Reincorporation

The Reincorporation will not result in any change in the business, management, operations, assets, liabilities, or net worth of the Company, and it will not result in any change in the location of our headquarters or current employees, including management. The Reincorporation will also not alter the composition of management or our Board. After the Reincorporation, the Company’s principal executive office will remain located at 201 Daktronics Drive, Brookings, South Dakota 57006.

Other than being governed by the Delaware Certificate of Incorporation, the Delaware Bylaws, and Delaware law, Daktronics-Delaware will be deemed to be the same entity as Daktronics-South Dakota immediately prior to the Reincorporation. By virtue of the Reincorporation, all of the rights, privileges, and powers of Daktronics-South Dakota, all property owned by Daktronics-South Dakota, all debts due to Daktronics-South Dakota, and all other causes of action belonging to Daktronics-South Dakota immediately prior to the Reincorporation will remain vested in Daktronics-Delaware following the Reincorporation. In addition, by virtue of the Reincorporation, all debts, liabilities, and duties of Daktronics-South Dakota immediately prior to the Reincorporation will remain attached to Daktronics-Delaware following the Reincorporation.

Upon effectiveness of the Reincorporation, all of our issued and outstanding shares of Common Stock automatically will be converted into issued and outstanding shares of common stock of Daktronics-Delaware, without any action on the part of our shareholders. The Reincorporation will have no effect on the transferability or the trading of our shares of Common Stock on the Nasdaq Global Select Market under the same trading symbol “DAKT.” We will continue to file periodic reports and other documents as and to the extent required by the rules and regulations of the SEC. Shares of our Common Stock that are freely tradable prior to the Reincorporation will continue to be freely tradable after the Reincorporation, and shares of our Common Stock that are subject to restrictions prior to the Reincorporation will continue to be subject to the same restrictions after the Reincorporation. The Reincorporation will not, in and of itself, change the relative positions of the Company or our shareholders under federal securities laws. Equiniti Trust Company, LLC will continue to be our transfer agent and registrar.

Upon effectiveness of the Reincorporation, our Directors and officers will become the directors and officers of Daktronics-Delaware, our employee benefit and incentive plans will become Daktronics-Delaware plans, and each option, equity award, or other right issued under such plans automatically will be converted into an option, equity award, or right to purchase or receive the same number of shares of Daktronics-Delaware common stock, at the same price per share, upon the same terms, and subject to the same conditions as before the Reincorporation. Our employee benefit arrangements also will be continued by us upon the terms and subject to the conditions in effect at the time of the Reincorporation.

We believe that the Reincorporation will not affect any of our material contracts with any third parties and that our rights and obligations under such material contractual arrangements will continue as our rights and obligations after the Reincorporation.

Our shareholders will not be required to exchange their stock certificates for new stock certificates. After the “Effective Time” (as defined in the Plan of Conversion) of the Reincorporation, any stock certificates submitted to our transfer agent for transfer will automatically be exchanged for stock certificates of Daktronics-Delaware (to the extent the shares represented by such stock certificates continue to remain certificated). Our shareholders should not destroy any stock certificates and should not submit any certificates to us or our transfer agent unless and until requested to do so.

Under the South Dakota Articles, we are authorized to issue up to 115,000,000 shares of Common Stock, up to 4,950,000 shares of undesignated stock, and up to 50,000 shares of Series A Junior Participating Preferred Stock, no par value (“Series A Preferred Stock”). As previously disclosed in the Company’s filings with the SEC, the Company has accelerated the expiration of that certain Rights Agreement, dated as of November 16, 2018, by and between the Company and Equiniti Trust Company, LLC, as amended on November 19, 2021, November 19, 2024, and March 3, 2025 (as amended, the “Rights Agreement”), from the close of business on November 19, 2025 to the close of business on March 3, 2025. Under the Rights Agreement, each share of Common Stock contained a right (each, a “Right,” and collectively, the “Rights”) to purchase from the Company, subject to the terms and conditions of the Rights Agreement, one one-thousandth of one share of Series A Preferred Stock at an exercise price of $40.00 per Right, subject to certain adjustments. Effective as of the Close of Business (as defined in the Rights Agreement) on March 3, 2025, all of the Rights, which were previously distributed to holders of Common Stock pursuant to the Rights Agreement, have expired and ceased to be outstanding.

After the Reincorporation, as a Delaware corporation governed by the Delaware Certificate of Incorporation, Daktronics-Delaware will be authorized to issue up to 115,000,000 shares of Common Stock and up to 4,950,000 shares of preferred stock, no par value. The class of Series A Preferred Stock, which was tied to the Rights that expired and ceased to be outstanding on March 3, 2025, is not authorized by the Delaware Certificate of Incorporation. As of the close of business on March 6, 2025 (the “Record Date”), there were no shares of Series A Preferred Stock outstanding. Accordingly, the discontinuation of the Series A Preferred Stock in connection with the Reincorporation will have no material impact on the rights of our shareholders. For further information regarding the expiration of the Rights Agreement, please see the Current Report on Form 8-K filed by the Company with the SEC on March 3, 2025, Amendment No. 3 to the Registration Statement on Form 8-A filed by the Company with the SEC on March 3, 2025, and the section of this Proxy Statement titled “Proxy Procedure – Cooperation Agreement with Alta Fox.”

Effect of Vote for Reincorporation

Under applicable state law, shareholder approval of the Reincorporation is sufficient to implement the proposed governance-related provisions in the Delaware Certificate of Incorporation and Delaware Bylaws. A vote in favor of the Reincorporation is a vote in favor of the Plan of Conversion, Articles of Surrender, Delaware Certificate of Conversion, Delaware Certificate of Incorporation, and Delaware Bylaws. If shareholders approve this Proposal 1 and the Company files the Articles of Surrender with the South Dakota Secretary of State and the Delaware Certificate of Conversion and Delaware Certificate of Incorporation with the Delaware Secretary of State, and such filings become effective, the Company then will become subject to Delaware law, the Delaware Certificate of Incorporation, and the Delaware Bylaws.

Effect of Not Obtaining Required Vote for Approval

If we fail to obtain the requisite vote of our shareholders for approval of the Reincorporation, the Reincorporation will not be consummated, and we will continue to be incorporated under the laws of the State of South Dakota and governed by the SDBCA, the South Dakota Articles, and the South Dakota Bylaws. As discussed above, the Delaware Certificate of Incorporation and Delaware Bylaws, which provide for majority voting in director elections and do not permit cumulative voting, do not comply with South Dakota law.

Amendments, Termination, and Abandonment of the Plan of Conversion

The Plan of Conversion may be amended or modified by the Board of Directors prior to effecting the Reincorporation if the Board of Directors determines that such amendment or modification would be in the best interests of Daktronics-South Dakota and our shareholders, and provided that, if shareholder approval has been obtained, the amendment does not change: (1) the amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, other property; or any combination of the foregoing, to be received by any of our shareholders under the Plan of Conversion; (2) the Delaware Certificate of Incorporation or the Delaware Bylaws, as will be in effect immediately after the Reincorporation, except for changes permitted by applicable law; or (3) any other terms or conditions of the Plan of Conversion if the change would adversely affect such shareholders in any material respect.

At any time prior to the Effective Time, the Board of Directors, in its sole discretion, may alter the timing for implementation of the Reincorporation or terminate and abandon the Plan of Conversion, whether before or after approval by our shareholders, if the Board of Directors determines for any reason that such delay or termination would be in the best interests of Daktronics-South Dakota and our shareholders.

Material U.S. Federal Income Tax Consequence of the Reincorporation to U.S. Holders

The following is a summary of the material United States federal income tax consequences to “U.S. holders” (as defined below) of the Reincorporation. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below.

For purposes of this summary, a “U.S. holder” is a beneficial owner of our Common Stock who is, for United States federal income tax purposes: (1) an individual who is a citizen or resident of the United States; (2) a corporation created in, or organized under the laws of, the United States or any state or political subdivision thereof or the District of Columbia; (3) an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or (4) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that otherwise elected to be treated as a United States person under applicable United States Treasury regulations.

We believe that the Reincorporation of the Company from South Dakota to Delaware should constitute a tax-free “reorganization” within the meaning of Section 368(a) of the Code. Assuming that the Reincorporation will be treated for United States federal income tax purposes as a reorganization: (1) holders of Common Stock will not recognize any gain or loss as a result of the consummation of the Reincorporation; (2) the aggregate tax basis of shares of Daktronics-Delaware’s common stock will not change; and (3) the holding period of the shares of Daktronics-Delaware’s common stock received in the Reincorporation will include the holding period of the shares of Common Stock.

No ruling will be sought from the IRS with respect to the United States federal income tax consequences of the Reincorporation, and no complete assurance can be given that the United States federal income tax consequences described above will not be challenged by the IRS or, if challenged, will be upheld by a court. Accordingly, U.S. holders are urged to consult their tax advisors regarding the tax consequences of the Reincorporation.

EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE REINCORPORATION, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN, AND OTHER LAWS.

Accounting Treatment

We expect that the Reincorporation will have no effect from an accounting perspective because there is no change in the entity as a result of the Reincorporation. As such, our financial statements previously filed with the SEC will remain our financial statements following the Reincorporation.

Regulatory Approvals

The Reincorporation will not be consummated unless and until shareholder approval is obtained as described in this Proxy Statement. We will obtain all required consents of governmental authorities, including the filing of the Articles of Surrender with the South Dakota Secretary of State and the filing of the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation with the Delaware Secretary of State.

Appraisal Rights

Pursuant to Section 47-1A-1302.1(1)(a) of the SDBCA, shareholders are not entitled to appraisal rights in connection with the Reincorporation.

Summary of Impact of Reincorporation on Shareholder Rights

Set forth below is a table summarizing the material differences in the rights of the shareholders of the Company before and after the Reincorporation is effective, as a result of the differences between South Dakota law and Delaware law and the differences between the existing South Dakota Articles and South Dakota Bylaws and the proposed Delaware Certificate of Incorporation and the Delaware Bylaws. This chart does not address each difference between Delaware law and South Dakota law, but focuses on some of those differences which the Company believes are most relevant to the existing shareholders. This chart is not intended as an exhaustive list of all differences, and is qualified in its entirety by reference to Delaware and South Dakota law, as applicable.


Provision	South Dakota Law, South Dakota Articles, and South Dakota Bylaws	Delaware Law, Delaware Certificate of Incorporation, and Delaware Bylaws	Commentary
*Shareholder Right to Call Special Meetings*	Under South Dakota law, a special meeting of shareholders may be called by: (i) the board of directors; (ii) any other person authorized to do so under the articles of incorporation or bylaws; or (iii) unless a lower or higher (not to exceed 25%) percentage is fixed by the articles of incorporation, shareholders owning at least 10% of all of the votes entitled to be cast on the issue proposed to be considered at the proposed special meeting. The South Dakota Bylaws permit a special meeting to be called by: (i) the Company’s Chairman, Chief Executive Officer, Chief Financial Officer, or Secretary; (ii) any two or more Directors; or (iii) by written demand of shareholders holding at least 10% of the voting power of all shares entitled to vote, provided that such written demand meets the timing and procedural requirements set forth in the South Dakota Bylaws.	Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any person authorized to do so in the certificate of incorporation or the bylaws. The Delaware Bylaws permit a special meeting to be called by: (i) the Company’s Chairman, Chief Executive Officer, Chief Financial Officer, or Secretary; (ii) any two or more Directors; or (iii) by written demand of stockholders holding at least 10% of the voting power of all shares entitled to vote, provided that such written demand meets the timing and procedural requirements set forth in the Delaware Bylaws.	The Company’s shareholders will continue to enjoy the same rights with respect to calling special meetings of shareholders. Unlike the SDBCA, Delaware law does not provide a mandatory right for stockholders meeting minimum ownership requirements to call a special meeting of stockholders. The Delaware Bylaws, however, contain the same procedural and eligibility requirements with respect to special meetings as the South Dakota Bylaws.

*Amendment of Organizational Documents*	South Dakota law requires that any amendment to the articles of incorporation be adopted by a vote of the corporation’s board of directors and, with limited exceptions, be subsequently approved by shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists. Further, if any class or series of shares is entitled to vote as a separate group on the amendment, with limited exceptions, the amendment also requires the approval of each such separate voting group at a meeting at which an appropriate quorum exists. For corporations with multiple classes of shares outstanding, the holders of each class are entitled to vote as a separate voting group on proposed	Under Delaware law, most amendments to the corporation’s certificate of incorporation must be approved by the board of directors and adopted by the holders of at least a majority in voting power of the outstanding shares of stock entitled to vote thereon and a majority in voting power of the outstanding shares of each class entitled to vote thereon as a class. A limited number of amendments, including an amendment to change the corporation’s name, may be approved solely by the board of directors. In addition, if the certificate of incorporation authorizes the board of directors, without further action of the stockholders, to create and issue one or more series of a class of stock, and to designate the rights, powers, and preferences (and qualifications, limitations, and restrictions thereof), the board of directors may create any such series of stock by filing a certificate of designation with the Secretary of State of the State of Delaware, which	Delaware law generally provides greater stockholder rights with respect to amendments to organizational documents. Consistent with the requirements under Delaware law, any amendment to the Delaware Certificate of Incorporation must to be approved by holders of a majority of outstanding stock entitled to vote. This is a higher standard than permitted by South Dakota law and the South Dakota Articles, which only requires that such amendments be approved by the majority of votes cast. The Delaware Bylaws modify the powers granted to the stockholders in

Provision

South Dakota Law, South Dakota Articles,
and South Dakota Bylaws

Delaware Law, Delaware Certificate of
Incorporation, and Delaware Bylaws

Commentary

amendments that affect their particular class of shares (even if nonvoting shares) including, without limitation: (i) share exchanges; (ii) share reclassifications; (iii) changes in rights, preferences, or limitations; (iv) changes in the number of shares; (v) creation of new classes with superior rights; (vi) changes in preemptive rights; or (vii) rights to accumulated distribution. Unless the articles of incorporation provide otherwise, shareholder approval is not required for, among other limited exceptions: (A) amendments changing information describing the registered agent; (B) certain changes to the corporate name; (C) the deletion of names and addresses of initial directors; (D) to classify or reclassify any unissued shares; or (E) to consolidate previous amendments.

South Dakota law provides that, unless (i) the articles of incorporation or South Dakota law reserves the power to amend or repeal any bylaw exclusively to the shareholders or (ii) the shareholders, in amending, repealing, or adopting the bylaws generally or a particular bylaw provision, expressly provide that the board of directors may not amend, repeal, or reinstate the bylaws or such particular bylaw provision, the board of directors may amend or repeal the bylaws. South Dakota law also states that the shareholders may amend or repeal the bylaws by the affirmative vote of a majority of the votes cast, even though the bylaws may also be amended or repealed by the board of directors. A bylaw that increases a quorum or voting requirement for the board of directors may be repealed or amended only by shareholders if originally adopted by shareholders, and by shareholders or the board of directors if originally adopted by the board of directors. Such a bylaw may specify that it can only be amended or repealed by a specific vote of shareholders or the board of directors, and any board action to amend or repeal this bylaw must meet the same or greater quorum and voting requirements as those in effect or propose to be adopted, whichever is greater.

certificate has the effect of amending the certificate of incorporation. Delaware law provides that after a corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the bylaws of a corporation shall be in the stockholders entitled to vote, provided that the corporation may, in its certificate of incorporation, confer the power to adopt, amend, or repeal bylaws upon the board of directors. If such power has been so conferred upon the board of directors, it shall not divest the stockholders of the power, nor limit their power to adopt, amend, or repeal bylaws.

The Delaware Certificate of Incorporation and the Delaware Bylaws provide that: (i) the Delaware Certificate of Incorporation may only be amended by the affirmative vote of a majority of the outstanding stock entitled to vote; (ii) except as otherwise provided by applicable law and the Delaware Certificate of Incorporation, the Board of Directors is authorized to adopt, amend, or repeal the bylaws without stockholder approval; and (iii) the stockholders may amend, alter, or repeal any bylaw, whether adopted or amended by Board of Directors or otherwise, by the affirmative vote of a majority of the votes cast.

the South Dakota Bylaws by explicitly acknowledging the right of stockholders to amend, alter, or repeal the Delaware Bylaws by the affirmative vote of a majority of the votes cast.


Provision	South Dakota Law, South Dakota Articles, and South Dakota Bylaws	Delaware Law, Delaware Certificate of Incorporation, and Delaware Bylaws	Commentary
	Pursuant to the terms of the South Dakota Articles and the South Dakota Bylaws, the existing South Dakota Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the act of the majority of the Board of Directors present at a meeting at which a quorum is present and by shareholders by an affirmative vote of the majority of the votes cast. Such terms of the South Dakota Bylaws do not limit the shareholders’ rights to make amendments in accordance with the SDBCA.

*Number of Directors*	South Dakota law provides that a corporation must have at least one director, and a corporation may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and for the manner in which the number of directors may be increased or decreased. The South Dakota Bylaws provide that the Board of Directors shall consist of seven or more members, subject to increase by resolution of the shareholders or the Board of Directors and subject to decrease only by resolution of the shareholders.	Delaware law provides that a corporation must have at least one or more directors to be fixed by, or in the manner provided in, the bylaws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The Delaware Bylaws provide that the Board of Directors shall consist of a minimum of seven members, with such minimum number subject to increase by resolution of the stockholders or the Board of Directors in accordance with the Bylaws and such minimum number subject to decrease by resolution of the stockholders in accordance with the Bylaws.	South Dakota law and Delaware law are substantially similar in respect to setting the number of directors of the Company. The Delaware Bylaws are consistent with the South Dakota Bylaws with respect to the number of directors.

*Classified Board of Directors*	South Dakota law provides that a corporation’s articles of incorporation may provide for a classified board having two or three classes. For corporations having a classified board consisting of three classes, each director shall hold office until the shareholder meeting after such director’s three-year term expires and until such director’s successor is elected and qualified, or until there is a decrease in the number of directors. The default rule for corporations without classified boards is that the director’s term of office expires at the next annual shareholders’ meeting following the director’s election. The South Dakota Articles provide that the Board of Directors shall consist of three classes of Directors (Class A, Class B, and Class C), with each class to be as nearly equal in number as possible. At each annual meeting of the Company’s shareholders, Directors chosen to succeed whose terms then expire shall be elected for a full term of three years.	Under Delaware law, a corporation’s certificate of incorporation or a bylaw adopted by a vote of stockholders may provide for a classified board of directors having up to three classes. For corporations having a classified board consisting of three classes, each director may hold office until the next annual meeting of stockholders after his or her term expires (and until such director’s successor is elected and qualified) or until such director’s earlier resignation or removal. The Delaware Certificate of Incorporation provides that the Board of Directors shall consist of three classes of directors (Class A, Class B, and Class C), with each class to be as nearly equal in number as possible. At each annual meeting of Daktronics-Delaware’s stockholders, directors chosen to succeed whose terms then expire shall be elected for a full term of three years. The Delaware Certificate of Incorporation provides that each director shall hold office until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, disability, resignation, disqualification, or removal.	South Dakota law and Delaware law are substantially similar in respect to the term of directors. The Delaware Certificate of Incorporation and the South Dakota Articles are identical in this regard.


Provision	South Dakota Law, South Dakota Articles, and South Dakota Bylaws	Delaware Law, Delaware Certificate of Incorporation, and Delaware Bylaws	Commentary
	The South Dakota Bylaws provide that each Director shall hold office in accordance with the classified structure set forth in the South Dakota Articles and until his or her term expires and his or her successor is qualified, unless sooner removed by such Director’s earlier death, resignation, removal, or disqualification.

*Cumulative Voting for Directors*	South Dakota corporations must allow cumulative voting for directors. The right to cumulate votes for directors means that the shareholders can multiply the number of votes that they may cast by the number of directors for whom they can vote and cast the product for a single candidate or distribute the product among candidates. This right is constitutional and cannot be waived in the articles of incorporation. Consistent with the requirement under South Dakota law, the South Dakota Articles and the South Dakota Bylaws allow cumulative voting in the election of directors.	Unless the certificate of incorporation provides otherwise: (i) each stockholder is entitled to one vote for each share of capital stock held; and (ii) cumulative voting is not permitted. The Delaware Certificate of Incorporation provides that there shall be no cumulative voting in the election of directors of Daktronics-Delaware.	With respect to the election of directors, cumulative voting, which is required by South Dakota law, will be eliminated under the Delaware Certificate of Incorporation. In connection with the elimination of cumulative voting, Daktronics-Delaware will adopt a majority voting standard in uncontested elections. By eliminating cumulative voting, as discussed below, the Delaware Certificate of Incorporation provides greater protection to Daktronics-Delaware’s stockholders because it allows for greater alignment between the voting preferences of the broader stockholder base with respect to director elections. In addition, Daktronics-Delaware’s stockholders would gain the protections of a “one share, one vote” framework in director elections. The elimination of cumulative voting will make it more difficult for a minority stockholder, whose interests may be adverse to a majority of the stockholders, to exercise disproportionate voting power, control, or influence over director elections in excess of its actual economic ownership.

*Voting Standard for the Election of Directors*	The Board of Directors believes that cumulative voting is incompatible with a majority voting standard. Therefore, consistent with the cumulative voting standard that is required under South Dakota law, the South Dakota Articles, and the South Dakota Bylaws, the Company has a plurality voting standard for director elections, meaning that the nominees who receive the most “for” votes are elected to the Board until all Board seats are filled. Consequently, in an uncontested election where the number of nominees and number of available seats on the Board of Directors are equal, every nominee is elected upon receiving just one “for” vote.	The Delaware Bylaws provide that directors shall be elected, in an uncontested election, by an affirmative vote of the majority of votes cast with respect to that director’s election. The Delaware Bylaws provide that directors shall be elected, in a contested election, by a plurality of votes cast with respect to that director’s election.	Delaware law provides enhanced stockholder rights. Majority voting in an uncontested election, as opposed to plurality voting, enables all stockholders to have a greater voice in director elections and facilitates the election of directors who most closely represent the interests of all stockholders. By contrast, plurality voting in an uncontested election can


Provision	South Dakota Law, South Dakota Articles, and South Dakota Bylaws	Delaware Law, Delaware Certificate of Incorporation, and Delaware Bylaws	Commentary
*Filling Vacancies on the Board of Directors*	South Dakota law provides that all vacancies, including those caused by an increase in the number of directors, may be filled by the shareholders or by the directors, unless it is otherwise provided in the articles of incorporation. Further, if at the time of filling any vacancy, the directors then in office shall constitute less than a quorum, the vacancy may be filled by the affirmative vote of a majority of all the directors then remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. Unless otherwise provided in the articles of incorporation, pursuant to a resignation by a director, the board of directors may fill the vacancy or vacancies with each director so appointed to hold office during the remainder of the term of office of the resigning director or directors. The South Dakota Bylaws provide that vacancies on the Board of Directors, including vacancies created by an increase in the number of directors, may be filled by the affirmative vote of the shareholders, or by a majority of the remaining directors even if the number of directors remaining in office is less than what would be required for a quorum.	Delaware law provides that, unless otherwise provided in the certificate of incorporation or bylaws of a corporation, vacancies and newly created directorships may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Further, if at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. The Delaware Bylaws provide substantially the same appointment rights as the South Dakota Bylaws.	Delaware law provides greater protection to the Company’s stockholders by permitting stockholders representing at least 10% of the issued and outstanding shares to apply to the Delaware Court of Chancery to have an election of directors in the situation where the directors in office constitute less than a majority of the whole Board of Directors.

*Board of Directors Action by Unanimous Consent*	Under South Dakota law, unless otherwise stated in the articles of incorporation or bylaws, any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a written consent describing the action to be taken is signed by all the members of the board of directors and delivered to the corporation. The South Dakota Articles do not change this statutory provision. The South Dakota Bylaws do not change this statutory provision, except that the consent is effective when signed by all the directors, without reference to its delivery to the Company.	Under Delaware law, unless otherwise restricted in the certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors or committee of the board of directors may be taken without a meeting if all members of the board of directors or committee consent thereto in writing, or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the board of directors, or the committee thereof, in the same paper or electronic form as the minutes are maintained. The Delaware Certificate of Incorporation and the Delaware Bylaws do not change this statutory provision.	South Dakota law and Delaware law are substantially similar with respect to the action by written consent of the Board of Directors. The Delaware Bylaws and the South Dakota Bylaws are substantially similar with respect to action by written consent of the Board of Directors.

*Shareholder Voting - Quorum*	South Dakota law provides that, unless otherwise provided in the articles of incorporation or under applicable law, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. The South Dakota Articles and the South Dakota Bylaws provide that a majority of the shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.	Delaware law provides that, unless otherwise provided in the certificate of incorporation or bylaws, a majority of shares entitled to vote, present in person or by proxy, constitutes a quorum at a stockholder meeting. The Delaware Bylaws provide that, unless applicable law provides otherwise, the holders of a majority of the voting power entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum.	South Dakota law and Delaware law are substantially similar in respect to quorum requirements. The Delaware Bylaws and the South Dakota Bylaws are substantially similar in respect to shareholder quorum requirements.


Provision	South Dakota Law, South Dakota Articles, and South Dakota Bylaws	Delaware Law, Delaware Certificate of Incorporation, and Delaware Bylaws	Commentary
*Shareholder Action by Written Consent*	South Dakota law provides that any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting if one or more written consents describing the action taken is signed by all shareholders entitled to vote on such action and delivered to the corporation for inclusion in the minutes or corporate records. The South Dakota Bylaws do not change this statutory provision.	Delaware law provides that, unless the certificate of incorporation provides otherwise, any action required to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation. The Delaware Certificate of Incorporation provides that the stockholders may, by unanimous written consent, take any action required or permitted to be taken at an annual or special meeting.	The Delaware Bylaws provide substantially the same rights as the South Dakota Bylaws with respect to shareholder action without a meeting.

*Limitation on Director Liability*	Under South Dakota law, a director is not individually liable to the corporation or its shareholders for any damages as a result of any act or failure to act in his or her capacity as a director unless it is proven that: (a) the articles of incorporation do not preclude liability; and (b) the breach of, or failure to perform, the director’s duties constituted any of the following: (i) any action not in good faith; (ii) a decision which the director did not reasonably believe to be in the best interests of the corporation; (iii) a decision as to which the director was not reasonably informed; (iv) a lack of objectivity or independence due to the director’s familial, financial, or business relationship with, or the director being controlled by, another person having a material interest in the challenged conduct, if the relationship (A) could reasonably be expected to have affected the director’s judgment respecting the challenged conduct in a manner adverse to the corporation and (B) after a reasonable expectation to such effect has been established, the director has not established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; (v) a sustained failure to devote sufficient time and attention to the director’s	Under Delaware law, if a corporation’s certificate of incorporation so provides, the personal liability of a director for breach of fiduciary duty as a director may be eliminated or limited. A corporation’s certificate of incorporation, however, may not limit or eliminate a director’s personal liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (c) for the payment of unlawful dividends, stock repurchases or redemptions, or (d) for any transaction in which the director received an improper personal benefit. Directors shall, in the performance of their duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports, or statements presented to the corporation by officers, employees, or other subject matter experts who have been selected with reasonable care by or on behalf of the corporation. The Delaware Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, a director shall not be liable to the Company or its stockholders for monetary damages for any action, or failure to take any action, as a director.	Under South Dakota law, such exculpatory provisions apply automatically under the SDBCA, whereas in Delaware, such exculpatory provisions must be included in the certificate of incorporation, and such provisions are included in the Delaware Certificate of Incorporation.


Provision	South Dakota Law, South Dakota Articles, and South Dakota Bylaws	Delaware Law, Delaware Certificate of Incorporation, and Delaware Bylaws	Commentary
	articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved and wound up at the time of distribution, to satisfy the preferential rights upon dissolution and winding up of shareholders whose preferential rights are superior to those receiving the distribution. The South Dakota Articles and the South Dakota Bylaws do not change this statutory provision.	which it is engaged or intends to engage in or not be able to pay its debts as they become due. “Surplus” is defined as the excess, if any, of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors (which amount cannot be less than the aggregate par value of all issued shares of capital stock). The Delaware Certificate of Incorporation generally adopts the framework for cash dividends outlined under South Dakota law and the South Dakota Articles.

*Taxes and Fees*	South Dakota does not impose annual franchise tax fees on non-exempt corporations incorporated in South Dakota. South Dakota does not impose an income tax on corporations. The South Dakota Constitution allows cities, towns, and villages to impose taxes. However, the three largest cities and counties do not currently impose any income taxes upon corporations.	Delaware imposes annual franchise tax fees on corporations incorporated in Delaware from a minimum of $175 to a maximum of $250,000. It is anticipated that Daktronics-Delaware will be subject to a Delaware annual franchise tax expense of $250,000. Delaware imposes income tax on corporations that have nexus with Delaware. The apportionment method is a 100% sales factor. Taxpayers can elect to treat all income as apportionable business income. As a result, any increase in Delaware corporate income taxes is not expected to be material.	The change in the state of incorporation from South Dakota to Delaware is not expected to result in a material increase in state corporate income taxes. Regardless of where the Company is incorporated, it is subject to state income taxes in the states in which it does business where the level of activity in the state results in nexus to the state. Generally, federal taxable income is apportioned to each state according to each state’s income tax apportionment formula. Each state’s apportionment formula can include factors related to sales, payroll, and property, with most states over-weighting sales.

*Proxy Access*	South Dakota law does not expressly permit or prohibit corporations from providing proxy access for shareholders in a corporation’s bylaws. The South Dakota Bylaws do not provide for proxy access.	Delaware law permits corporations to adopt proxy access in their bylaws. The Delaware Bylaws implement proxy access, which permits stockholders that meet certain requirements to include their own nominee(s) in the Company’s proxy materials.	Delaware law expressly permits corporations to provide for proxy access in their bylaws, whereas South Dakota law does not expressly require or prohibit proxy access. The Delaware Bylaws provide greater protection to Daktronics-Delaware’s stockholders by including an express stockholder right to include their own nominee(s) in Daktronics-Delaware’s proxy solicitation materials with reasonable and customary eligibility requirements with respect to the holding period, ownership percentage, and scope.

Provision

South Dakota Law, South Dakota Articles,
and South Dakota Bylaws

Delaware Law, Delaware Certificate of
Incorporation, and Delaware Bylaws

Commentary

Shareholder Proposals

The South Dakota Bylaws provide that shareholders who wish to present an item of business or nominate a director at an annual meeting must provide written notice to the Company’s corporate secretary not earlier than 120 days prior and not later than 90 days prior to the anniversary date of the immediately preceding annual meeting unless the date of the annual meeting of shareholders is more than 30 days before or more than 60 days after such anniversary date, and in which case, written notice must be submitted not more than 120 days prior to the annual meeting and not less than the later of: (i) 90 days before such annual meeting; or (ii) 10 days after the first public announcement of such annual meeting.

With respect to shareholder director nominees, such notice must contain the information described in Section 1.11(c)(i) of the South Dakota Bylaws, including, without limitation, specific biographical information, beneficial ownership and other information about such nominee, a description of any compensatory arrangement or other financial arrangement or understanding between the proposed nominee and the proposing shareholder (and its affiliates) within the last three years, a description of any business or personal interests that could be reasonably be expected to place the nominee in a potential conflict of interest with the Company, and any other information required under applicable law. With respect to other proposals, such notice must contain a brief description of the business desired to be brought before the annual meeting, the text of the proposal, the reasons for such proposal, and any other information required under applicable law.

In addition, shareholders must provide certain information with respect to themselves, including, without limitation, biographical information, beneficial ownership, any substantial interest in the proposed nomination, and other information, and must meet certain requirements to be eligible to submit any director nominee(s) or propose matters to be brought before a meeting, including that the shareholder is a shareholder of record at the time of giving notice of that shareholder’s nominee or proposal and that the shareholder is a shareholder of record at the time of the annual meeting.

There are no substantive differences between the Delaware Bylaws and the South Dakota Bylaws.

The Delaware Bylaws provide substantially the same rights as the South Dakota Bylaws with respect to shareholder proposals.


Provision	South Dakota Law, South Dakota Articles, and South Dakota Bylaws	Delaware Law, Delaware Certificate of Incorporation, and Delaware Bylaws	Commentary
*Blank Check Preferred Stock*	Under South Dakota law, a corporation’s articles of incorporation may expressly authorize its board of directors to unilaterally issue stock in which the terms, preferences, rights, and limitations are determined by the board of directors. The South Dakota Articles grant the Board the power to authorize and issue any or all of the shares of undesignated stock without shareholder approval, including the authority to establish the rights and preferences of the undesignated stock.	There are no substantive differences between the South Dakota Articles and the Delaware Certificate of Incorporation in this respect.	The Delaware Certificate of Incorporation provides substantially the same rights as the South Dakota Articles with respect to blank check preferred stock.

*Anti-Takeover Statute*	The SD Takeover Act is intended to do the following with respect to domestic public corporations in South Dakota: (i) promote the welfare of their constituencies, which includes South Dakota shareholders, employees, customers, creditors, suppliers of goods and services, and local communities and their economies; (ii) allow for stable and long-term growth; (iii) protect shareholders and the public interest by mitigating the risks of unfair business dealings and short-term business strategies that are not in the public interest; (iv) regulate “control share acquisitions” and “business combinations”; and (v) protect shareholders and promote stable corporate governance by imposing specific requirements and restrictions on takeovers. A “control share acquisition” refers to acquiring shares, directly or indirectly, within a 90-day period, that would, if added to all other shares of the domestic public corporation beneficially owned by the acquirer, immediately after the acquisition, entitle the acquirer to exercise or direct the exercise of a new range of voting power (e.g., ≤ 20% but ≥ 33.33%, ≤ 33.33 but ≥ 50%, or ≤ over 50%). In the event of or before a “control share acquisition,” an acquiring person must, as a step to receiving the full voting rights associated with the acquired or to be acquired shares, deliver an information statement to the corporation detailing their identity (including the identity of each member of any group or entity constituting the acquiring person and the affiliate and associate of the acquiring person), the number and class or series (including the range of voting power that would result from the acquisition) of shares in the company directly or indirectly beneficially owned by the persons whose identities are required to be	Under the DGCL, unless a corporation’s certificate of incorporation or bylaws provide otherwise, publicly-traded companies listed on a national securities exchange or held of record by 2,000 or more persons are prohibited from entering into any “business combination” with any “interested stockholder” for a period of three years following the time that such stockholder became an interested stockholder. The DGCL generally defines a “business combination” as (i) certain mergers and consolidations; (ii) sales leases, exchanges, mortgages, pledges, transfers, or other dispositions of assets having an aggregate market value of 10% or more of either the consolidated assets or the outstanding stock of a corporation; (iii) certain transactions that would result in the issuance or transfer of stock of the corporation to an interested stockholder; (iv) certain transactions that have the effect, directly or indirectly, of increasing the proportionate share of stock of the corporation which is owned by the interested stockholder, subject to exceptions; and (v) any receipt by the interested stockholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation, subject to certain exceptions. “Interested stockholder” is generally defined as a person (including the affiliates and associates of such person) that is directly or indirectly a beneficial owner of 15% or more of the outstanding voting stock of a Delaware corporation or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period before the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person, in each case subject to certain exceptions.	The SD Takeover Act imposes stricter disclosure requirements and state oversight on takeover bids, whereas the DGCL and other Delaware laws primarily restrict hostile takeovers by limiting business combinations with interested stockholders unless certain conditions are met.

Provision

South Dakota Law, South Dakota Articles,
and South Dakota Bylaws

Delaware Law, Delaware Certificate of
Incorporation, and Delaware Bylaws

Commentary

disclosed under the information statement, and plans (including those under consideration) for the corporation and its future business and direction. Shareholders must then, through a special or annual meeting, approve by proper vote a resolution authorizing shares to have the same voting rights as the other shares of the same class or series the voting rights of shares acquired in a control share acquisition.

The SD Takeover Act also restricts business combinations with an “interested shareholder” as defined in the SD Takeover Act.

Unlike the DGCL, shareholders of a South Dakota corporation who do not approve the control share acquisition can, in certain circumstances, demand the “fair value” of their shares, which includes a premium for control. Additionally, the corporation can, in certain circumstances, redeem shares acquired in a control share acquisition.

Additionally, the SD Takeover Act permits a company’s directors, without breaching their fiduciary duty or duty of loyalty, to consider the impact of the action on: (i) the long-term and short-term interests of the company and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation; (ii) employees, customers, creditors, suppliers of goods and services, and any community where an office or other facility of the corporation is located; and (iii) state and national economic impacts. The board of directors is not obligated to facilitate, remove barriers to, or refrain from impeding the proposal or offer under the SD Takeover Act if it determines that the takeover is not in the corporation’s best interest.

The above provides a general summary of certain provisions of the SD Takeover Act. It is not a comprehensive analysis and reference should be made to the full text of the SD Takeover Act if a full understanding of its provisions is desired.

The DGCL provides an exception to this prohibition if: (i) the corporation’s board of directors approved either the business combination or the transaction in which the stockholder became an interested stockholder prior to the date the interested stockholder became an interested stockholder; (ii) the interested stockholder acquired at least 85% of the voting stock of that corporation (excluding shares owned by persons who are directors and also officers, and employee stock plans in which participants do not have the right to determine whether shares will be tendered in a tender or exchange offer) in the transaction in which it became an interested stockholder; or (iii) the business combination is approved by the board of directors and the affirmative vote of at least two-thirds of the votes entitled to be cast by disinterested stockholders at an annual or special meeting.

Provision

South Dakota Law, South Dakota Articles,
and South Dakota Bylaws

Delaware Law, Delaware Certificate of
Incorporation, and Delaware Bylaws

Commentary

Lead Independent Director

South Dakota law does not require a corporation to have a lead independent director.

The South Dakota Bylaws include a requirement that an independent director must be elected to the role of Lead Independent Director if the Chairman of the Board is not an independent director. The duties and responsibilities of such Lead Independent Director will be determined by the independent directors. This requirement codifies the Company’s long-standing practice and policy as set forth in the Company’s Board of Directors Corporate Governance Guidelines.

Delaware law does not require a corporation to have a lead independent director.

The Delaware Bylaws include a requirement that an independent director must be elected to the role of Lead Independent Director if the Chairperson of the Board is not an independent director. The duties and responsibilities of such Lead Independent Director will be determined by the independent directors.

Neither South Dakota law nor Delaware law requires a corporation to have a lead independent director.

The South Dakota Bylaws and the Delaware Bylaws are identical in this regard.

Required Vote

Proposal 1 will be approved if a majority of the voting power of shares present or represented by proxy and entitled to vote at a meeting at which a quorum is present votes in favor of Proposal 1. Accordingly, an abstention will have the effect of a negative vote. Shares represented by executed proxies on the Proxy Card without specific instructions will be voted FOR Proposal 1.

The Board of Directors’ Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1.

PROPOSAL 2

ADJOURNMENT OF MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES IN FAVOR OF REINCORPORATION

General

Proposal 2 in this Proxy Statement provides that if we fail to receive a sufficient number of votes to approve the Reincorporation under Proposal 1, we may propose to adjourn the Special Meeting for a period of not more than 30 days, for the purpose of soliciting additional proxies to approve Proposal 1. We currently do not intend to propose adjournment of the Special Meeting if there are sufficient votes to approve Proposal 1.

Required Vote

Proposal 2 will be approved if a majority of the voting power of shares present or represented by proxy and entitled to vote at a meeting at which a quorum is present votes in favor of Proposal 2. Accordingly, an abstention will have the effect of a negative vote. Shares represented by executed proxies on the Proxy Card without specific instructions will be voted FOR Proposal 2.

The Board of Directors’ Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of Common Stock by: (i) each of our Directors; (ii) each “Named Executive Officer” identified in the Summary Compensation Table of the Company’s definitive proxy statement filed with the SEC on August 5, 2024; (iii) all executive officers of the Company and Directors as a group; and (iv) each shareholder who is known by us to beneficially own more than five percent of our outstanding shares of Common Stock. The information is as of February 17, 2025, except as otherwise indicated in the notes to the table.


Name and Address of Beneficial Owners	Note		Amount and Nature of Beneficial Ownership (1)		Percentage of Outstanding Shares (2)
5% Beneficial Owners:		(3)
Alta Fox Opportunities Fund, LP 640 Taylor Street, Ste 2522 Fort Worth, TX 76102		(4)		5,937,599		11.7	%
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055		(5)		2,888,718		5.8	%
Dr. Aelred J. Kurtenbach		(6)		2,754,538		5.4	%
Named Executive Officers and Directors:		(7)
Reece A. Kurtenbach		(7)(8)		674,245		1.3	%
Howard I. Atkins		(7)		23,986		*
Kevin P. McDermott				87,305		*
John P. Friel				80,413		*
Dr. José-Marie Griffiths				50,335		*
Shereta D. Williams				36,345		*
Lance D. Bultena				36,345		*
Andrew D. Siegel		(9)		189,931		*
Peter Feigin		(10)		0		*
Sheila M. Anderson		(7)(11)		98,059		*
Bradley T. Wiemann		(7)(12)		127,401		*
Matthew J. Kurtenbach		(13)		274,518		*
Carla S. Gatzke		(14)		895,101		1.8	%
All Directors and Executive Officers as a group (14 persons)				2,573,984		5.2	%

*	Less than one percent

(1)

Each person has sole voting and sole dispositive power with respect to all outstanding shares, except as otherwise noted. In computing the number of shares of Common Stock beneficially owned by our Directors, executive officers, and Alta Fox Opportunities Fund, LP (“Alta Fox Opportunities”), we included: (i) outstanding shares of Common Stock subject to options held by that person or group that are currently exercisable; (ii) options held by that person or group that are exercisable within 60 days of February 17, 2025; (iii) shares convertible under a convertible note within 60 days of February 17, 2025; and (iv) restricted stock awards that are scheduled to vest within 60 days of February 17, 2025. We did not include these types of shares outstanding, however, for the purpose of computing the percentage ownership of any other person or group.

(2)	Applicable percentage ownership is based on 49,892,134 shares of Common Stock outstanding as of February 17, 2025.

(3)	To the Company’s knowledge, except as noted in the table above, no person or entity is the beneficial owner of more than five percent of the outstanding shares of Common Stock.

(4)

Data based on Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by Alta Fox Opportunities with the SEC on March 5, 2025. Includes shares of Common Stock issuable upon conversion of the Company’s senior secured convertible note issued by the Company to Alta Fox Opportunities in exchange for the payment by Alta Fox Opportunities to the Company of $25 million (the “Convertible Note”). As set forth in Amendment No. 2, the number of shares of Common Stock set forth in the table includes 680,563 shares issuable upon the conversion of the Convertible Note. Also as set forth in Amendment No. 2, Alta Fox Opportunities does not have sole voting power or sole dispositive power with respect to any of the shares set forth in the table. In addition, as set forth in Amendment No. 2, and based on other information provided by Alta Fox Opportunities, the following persons may be deemed to be beneficial owners of the shares of Common Stock owned by Alta Fox Opportunities, and Alta Fox Opportunities shares voting and dispositive power with such persons as to such shares: Alta Fox GenPar, LP, as the general partner of Alta Fox; Alta Fox Equity, LLC, as the general partner of Alta Fox GenPar, LP; Alta Fox Capital Management, LLC, as the investment manager of Alta Fox; and P. Connor Haley, as the sole owner, member, and manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC (such parties collectively with Alta Fox Opportunities, “Alta Fox”).

(5)	Data based on an Amendment to Schedule 13G filed by the shareholder with the SEC on January 29, 2024. As set forth in the Amendment to Schedule 13G, Blackrock, Inc. has sole voting power as to 2,838,746 of these shares and sole dispositive power as to all 2,888,718 shares.

(6)

Includes 848,488 shares held by his spouse, Irene Kurtenbach, and 721,675 shares held by Medary Creek LLLP. Medary Creek LLLP is a limited liability limited partnership of which Aelred and Irene Kurtenbach are the general partners. The address for Aelred and Irene Kurtenbach and Medary Creek LLLP is 47209 220th Street, Brookings, SD 57006. Aelred J. Kurtenbach is a founder of the Company and its former Chairperson, President, and Chief Executive Officer.

(7)

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on March 5, 2025, effective as of the close of business on March 5, 2025: (i) Mr. Kurtenbach ceased to serve as President and Chief Executive Officer of the Company, and Mr. Wiemann was appointed Interim President and Chief Executive Officer of the Company; and (ii) Mr. Atkins was appointed Acting Chief Financial Officer and Chief Transformation Officer of the Company, succeeding Ms. Anderson, who continues to serve as the Chief Data and Analytics Officer of the Company. The data in the above table reflects the beneficial ownership of such persons as of February 17, 2025 and does not reflect any changes to their respective holdings occurring in connection with the foregoing leadership changes.

(8)	Includes 97,281 shares subject to options, 33,483 shares held through the Daktronics, Inc. 401(k) Plan (the “401(k) Plan”), and 17,400 shares held by his spouse.

(9)	Includes 163,345 shares owned by Prairieland Holdco, LLC (“PLH”). Andrew D. Siegel is the sole member and president of Prairieland MM, LLC, which is the manager of PLH.

(10)	Mr. Feigin was appointed to the Board on March 3, 2025 and was not a director as of February 17, 2025.

(11)	Includes 53,707 shares subject to options and 8,518 shares held through the 401(k) Plan.

(12)	Includes 30,207 shares subject to options.

(13)	Includes 5,000 shares held by trust and 21,000 shares held as custodian for Uniform Transfers to Minors Act.

(14)	Includes 51,817 shares subject to options and 181,980 shares held through the 401(k) Plan.

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we are delivering only one copy of this Proxy Statement to multiple shareholders who have requested paper copies of such documents and who share the same address, unless we have received contrary instructions from one or more of such shareholders. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards or voting instruction cards. In addition, some banks, brokers, trustees, and other nominees may be participating in this practice of householding this Proxy Statement. This practice benefits us and our shareholders because it reduces the volume of duplicate information received at a shareholder’s address and helps reduce our expenses. Shareholders who share an address and receive multiple copies of this Proxy Statement may request only one copy of these materials by contacting their bank, broker, trustee, or other nominee record holder or by contacting the Company as described in the next paragraph.

Shareholders that have previously received a single set of proxy materials for prior meetings of shareholders may request their own copies this fiscal year or in future years by either: (1) contacting the bank, broker, trustee, or other nominee record holder; (2) delivering a written request for such documents to Daktronics, Inc., Attention: Investor Relations, 201 Daktronics Drive, Brookings, South Dakota 57006; or (3) making a verbal request for such documents by calling (605) 692-0200.

PROXY PROCEDURE

Cooperation Agreement with Alta Fox

On March 3, 2025, the Company and Alta Fox entered into a Cooperation Agreement (the “Cooperation Agreement”), pursuant to which the Company increased the size of the Board by one seat and appointed Peter Feigin to the Board with a term expiring at the Company’s 2027 annual meeting of shareholders and to the Transformation Committee of the Board. The Company also amended the South Dakota Bylaws to require a Lead Independent Director of the Board to be selected by the Independent Directors (as defined in the Cooperation Agreement) if the Chairperson of the Board is not an Independent Director.

Pursuant to the Cooperation Agreement, Alta Fox agreed to cease its solicitation in opposition to the Reincorporation Proposal at the Special Meeting that was previously disclosed by Alta Fox in a preliminary proxy statement filed with the SEC on January 31, 2025. Alta Fox also agreed to dismiss with prejudice all claims against the Company and its directors and/or officers, including, without limitation, the lawsuit Alta Fox filed against the Company and Reece A. Kurtenbach in the United States District Court for the District of South Dakota, Southern Division, on February 4, 2025, seeking, among other relief, declaratory and injunctive relief preventing the Company from holding the Special Meeting and soliciting proxies from the Company’s shareholders on the Reincorporation Proposal (the “Alta Fox Lawsuit”).

Alta Fox has also agreed, during the term of the Cooperation Agreement, to vote all shares of Common Stock that it beneficially owns: (i) in favor of the Reincorporation Proposal at the Special Meeting; and (ii) in accordance with the Board’s recommendations on other proposals, subject to certain exceptions. Alta Fox has also agreed to certain customary standstill provisions under the Cooperation Agreement prohibiting it from, among other things: (i) acquiring, in the aggregate, beneficial ownership of more than 5,973,599 shares of Common Stock; (ii) soliciting proxies; (iii) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Company; and (iv) taking actions to change or influence the Board, management, or the direction of certain Company matters.

In connection with the Cooperation Agreement, the Company has also agreed to: (i) engage an independent compensation consultant by March 31, 2025; (ii) hold an investor day prior to December 31, 2025; and (iii) not re-nominate at least one of the Company’s incumbent directors at the Company’s 2025 annual meeting of shareholders. Additionally, pursuant to the Cooperation Agreement and as discussed above under the section titled “Effects of Reincorporation,” the Company amended the Rights Agreement to accelerate the Final Expiration Date (as defined in the Rights Agreement) to March 3, 2025.

Alta Fox and the Company have agreed to release each other from any claims except for those arising out of the Cooperation Agreement. The Cooperation Agreement also contains certain non-disparagement provisions. Further, the Company agreed to pay Alta Fox an amount not to exceed $1,200,000 in exchange for Alta Fox’s release of claims against the Company, the dismissal with prejudice of the Alta Fox Lawsuit, and as reimbursement for Alta Fox’s reasonable, well-documented, out-of-pocket fees and expenses incurred in connection with the Cooperation Agreement.

The foregoing is not a complete description of the terms of the Cooperation Agreement. For a further description of the terms of the Cooperation Agreement, including a copy of the Cooperation Agreement, please see the Current Report on Form 8-K filed by the Company with the SEC on March 3, 2025.

Shareholders Entitled to Vote; Record Date

Only shareholders of record at the close of business the Record Date are entitled to notice of and to vote at the Special Meeting. As of the Record Date, there were 52,337,125 shares of Common Stock outstanding and entitled to vote held by 816 shareholders of record. All shareholders are invited to attend the Special Meeting in person with proof of ownership, such as your last broker or EQ Shareholder Services statement, and government-issued identification.

Appraisal or Dissenters’ Rights

Applicable South Dakota law, the South Dakota Articles, and the South Dakota Bylaws do not provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

Expenses of Solicitation

All expenses of this solicitation by the Company, including the cost of preparing and mailing this Proxy Statement, will be borne by us. We may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation materials to such beneficial owners. Our Directors, officers, and employees may also solicit proxies in person or by telephone, email, letter or facsimile. Such Directors, officers, and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We have engaged Alliance Advisors LLC (“Alliance Advisors”) to assist with the solicitation of proxies for an estimated fee of $52,500 plus approved disbursements and out-of-pocket expenses. We have agreed to indemnify Alliance Advisors and its affiliates against certain claims, liabilities, losses, damages, and expenses arising out of our agreement with Alliance Advisors. Alliance Advisors does not beneficially own any of our securities, and it has not purchased or sold any of our securities during the past two years. To our knowledge, there is no information regarding Alliance Advisors or any of its affiliates or associates required to be set forth in this Proxy Statement that is not set forth herein.

Procedure for Submitting Shareholder Proposals

Shareholders may present proper proposals for inclusion in our proxy materials for consideration at the next annual meeting of our shareholders (the “Annual Meeting”) by submitting their proposals to us in a timely manner. In order to be included in the proxy materials for the Annual Meeting, shareholder proposals must be received by us no later than April 3, 2025 and must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If a shareholder would like to nominate a Director or bring other business before the shareholders at the Annual Meeting without including the proposal in our proxy statement, we must receive notice of the proposal on or before June 17, 2025, and the shareholder must otherwise comply with Rule 14a-4(c) under the Exchange Act. Notices of intention to present proposals at the Annual Meeting should be addressed to the Corporate Secretary, Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006.

Voting at the Special Meeting; Vote Requirements

The holders of a majority of the shares of Common Stock entitled to vote at the Special Meeting, represented for any purpose at the Special Meeting, will constitute a quorum for the transaction of business. If a quorum is not present, the Special Meeting may be adjourned from time to time until a quorum is present. Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

In general, each share is entitled to one vote on all matters submitted to a vote. The affirmative vote of a majority of the voting power of the shares of Common Stock present and entitled to vote and represented at the Special Meeting at the time of the vote, either in person or by proxy, assuming a quorum is present, is required to approve each of the proposals to be voted upon at the Special Meeting. If an executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by such proxy will be considered present at the Special Meeting for purposes of determining a quorum and for purposes of calculating the vote, but they will be considered to have been voted “AGAINST” such matter. If a signed proxy is returned by a broker, bank, trustee, or other nominee holding shares in “street name,” and it indicates that the broker, bank, trustee, or other nominee does not have discretionary authority to vote certain shares on one or more matters, such shares will be considered present at the Special Meeting for purposes of determining a quorum but will not be considered to be represented at the Special Meeting for purposes of calculating the vote with respect to such matter. You may not cumulate votes with respect to any of the proposals contained in this Proxy Statement.

Counting Votes

The inspector of election appointed for the Special Meeting will count the votes cast by proxy or in person at the Special Meeting.

Brokers, banks, trustees, or other nominees and intermediaries who hold shares in street name for their customers are generally required to vote the shares in the manner directed by their customers. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters. If their customers do not give any direction, brokers and other intermediaries may vote the shares on routine matters, but not on non-routine matters. Shares for which brokers, banks, trustees, or other nominees have not received instructions, and which therefore are not voted, with respect to a particular proposal are referred to as “broker non-votes” with respect to that proposal.

All of the proposals to be voted on at the Special Meeting are non-routine matters. Accordingly, brokers who hold shares in street name for customers will not be able to vote the shares without instructions from their customers with respect to any of the proposals in this Proxy Statement.

As noted above, abstentions are treated as shares present and entitled to vote at the meeting and, as such, are included in the denominator for determining the majority required for approval. While broker non-votes are considered entitled to vote for purposes of determining a quorum, they are excluded from the tally of votes cast. Therefore, for each of the proposals in this Proxy Statement, abstentions will have the same effect as a vote “AGAINST” such proposal, while broker non-votes will have no effect on the outcome of such proposal.

How Votes are Submitted

If the shares of Common Stock are held directly in the name of the shareholder, such shareholder can vote on matters to come before the Special Meeting:

•

by completing, dating, and signing the Proxy Card and returning it to us in the postage-paid envelope provided for that purpose, if the shareholder has received a paper copy of a Proxy Card;

•

by written ballot at the Special Meeting;

•

by telephone, by calling 1-866-804-9616; or

•

by Internet, at www.AALvote.com/DAKTSM.

Shareholders whose shares of Common Stock are held in “street name” must either direct the record holder of their shares as to how to vote their shares of Common Stock or obtain a proxy from the record holder to vote at the Special Meeting. “Street name” shareholders should check the voting instruction cards used by their brokers, banks, trustees, or other nominees for specific instructions on methods of voting, including by telephone or using the Internet.

Participants in the 401(k) Plan who hold Common Stock in the 401(k) Plan are entitled to instruct the trustee of the 401(k) Plan as to how to vote their shares. Each participant will receive proxy materials similar to those received by the registered holders described above. The participants can vote on matters as described above. The votes will then be tabulated and submitted for vote by the trustee for the 401(k) Plan. If a participant does not timely vote, the trustee will vote the shares allocated to that participant in the same proportion as the shares that are voted by all other participants under the 401(k) Plan.

Proxies

All shares entitled to vote and represented by properly submitted proxies received before the Special Meeting will be voted at the Special Meeting in accordance with the instructions indicated on those proxies if they are not revoked before the vote as described below. If no instructions are indicated on a properly submitted Proxy Card, the shares represented by that proxy will be voted as recommended by the Board. If any other matters are properly presented for consideration at the Special Meeting, the proxy holders named on the Proxy Card will have discretion to vote on those matters in accordance with their best judgment to the extent permitted under Rule 14a-4(c) under the Exchange Act.

Revocability of Proxies

Any proxy given in connection with the Special Meeting may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by:

•

delivering a written notice of revocation to the Secretary of the Company;

•

submitting another proxy bearing a later date;

•

voting by telephone or via the Internet after a prior telephone or Internet vote; or

•

attending the Special Meeting and voting in person (although attendance at the Special Meeting alone will not itself revoke a proxy).

OTHER MATTERS

As of the date of this Proxy Statement, the Board is not aware of any other matters that will be presented for consideration at the Special Meeting other than as described in this Proxy Statement. If, however, any other matters are properly brought before the Special Meeting, it is intended that the persons named as proxies on the Proxy Card will vote in accordance with their best judgment with respect to such matters.

By Order of the Board of Directors,

Carla S. Gatzke

Secretary

ANNEX A

PLAN OF DOMESTICATION

Domesticating and Converting

Daktronics, Inc.,

a South Dakota corporation

Daktronics, Inc.,

a Delaware corporation

THIS PLAN OF DOMESTICATION, dated as of _______________ __, 2025 (this “Plan”), is to govern the domestication and conversion of Daktronics, Inc., a South Dakota corporation (the “Corporation”), to a Delaware corporation of the same name, which domestication and conversion shall occur pursuant to Section 47-1A-920.1 of the South Dakota Business Corporation Act (the “SDBCA”), Chapter 47-1A of the South Dakota Codified Laws (the “SDCL”), and Section 265 of the Delaware General Corporation Law (the “DGCL”). Reference is hereby made to the following facts:

A. The Corporation currently exists as a corporation organized under the laws of the State of South Dakota.

B. Upon its adoption and approval, this Plan will govern the Corporation becoming a corporation under the laws of the State of Delaware.

C. The laws of the State of South Dakota refer to the above-described change as a domestication, and the laws of the State of Delaware refer to it as a conversion, and so those terms are used collectively and interchangeably in this Plan.

In light of the above facts, the terms of the domestication/conversion are as follows:

ARTICLE 1

TERMS & CONDITIONS OF DOMESTICATION/CONVERSION

1.1 Jurisdiction to which the Corporation will be Domesticated/Converted. The Corporation, which is currently a South Dakota corporation, will be domesticated/converted to the jurisdiction of the State of Delaware. The domestication/conversion shall become effective on the date the Certificate of Conversion and Certificate of Incorporation are filed with the Delaware Secretary of State or such later date as may be designated in such filings (the “Effective Time”).

1.2 Associated State Filings. In accordance with the SDBCA and the DGCL, the Corporation shall prepare and file: (a) with the Delaware Secretary of State a Certificate of Conversion in substantially the form attached hereto as Exhibit A; (b) with the Delaware Secretary of State a Certificate of Incorporation in substantially the form attached hereto as Exhibit B (the “New Charter”); (c) with the South Dakota Secretary of State Articles of Charter Surrender in substantially the form attached hereto as Exhibit C.

1.3 New Bylaws. As a result of the domestication/conversion, the pre-domestication/conversion bylaws of the Corporation shall be amended and replaced in their entirety by the Bylaws of Daktronics, Inc., a Delaware Corporation organized under Delaware Law in the form attached hereto as Exhibit D (the “New Bylaws”). The New Bylaws will become effective immediately and automatically upon the Effective Time.

1.4 Effect of Domestication/Conversion. The domestication/conversion shall have the effects set forth hereunder and under applicable laws in the States of South Dakota and Delaware. As such, the domestication/conversion shall not be deemed to constitute a dissolution of the Corporation and shall constitute a continuation of its existence in the form of a corporation of the State of Delaware.

1.5 Manner and Basis of Reclassifying Shares. As a result of the domestication/conversion, the then current shareholders of the Corporation shall be and remain the shareholders of the Corporation as so domesticated/converted with the same class, series and number of shares as prior to the domestication/conversion, and such shares of the domesticated/converted Corporation will have the economic, voting and other rights as set forth in the New Charter and New Bylaws. Each of the authorized shares identified as “undesignated” stock prior to the domestication/conversion will instead be identified as “preferred” stock as described in the New Charter.

ARTICLE 2

MISCELLANEOUS

2.1 Abandonment. This Plan may be abandoned after it has been adopted and approved as required by SDCL §§ 47-1A-920 to 47-1A-925, inclusive, and at any time before the domestication/conversion has become effective, by the board of directors without action by the shareholders.

2.2 Amendment. This Plan may be amended prior to filing the Certificate of Conversion and Certificate of Incorporation required by the laws of the State of Delaware; provided that subsequent to approval of this Plan by the Corporation’s shareholders, this Plan may not be amended to change:

(1) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received by the shareholders under this Plan;

(2) The Certificate of Incorporation as it will be in effect immediately following the domestication/conversion, except for changes permitted by SDCL § 47-1A-955 or by comparable provisions of the laws of the State of Delaware; or

(3) Any of the other terms or conditions of this Plan if the change would adversely affect any of the shareholders in any material respect.

ANNEX B

ARTICLES OF CHARTER SURRENDER

(SD)

For the Domestication of

Daktronics, Inc., a South Dakota corporation

Daktronics, Inc., a Delaware corporation

Pursuant to the provisions of South Dakota Codified Laws §§ 47-1A-923 and 47-1A-922.1, the undersigned corporation hereby delivers the following Articles of Charter Surrender with respect to its domestication from a South Dakota corporation to a Delaware corporation:

FIRST: The name of the corporation is DAKTRONICS, INC.

SECOND: These Articles of Charter Surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction.

THIRD: The domestication was duly approved by the shareholders in the manner required by South Dakota Codified Laws Chapter 47-1A and the corporation’s articles of incorporation.

FOURTH: The corporation’s new jurisdiction of incorporation is the State of Delaware.

These Articles of Charter Surrender are to become effective as of [date to be inserted].


Daktronics, Inc.


By:
Its:

ANNEX C

CERTIFICATE OF CONVERSION

DAKTRONICS, INC., A SOUTH DAKOTA CORPORATION

DAKTRONICS, INC., A DELAWARE CORPORATION

(Pursuant to Section 265 of the Delaware General Corporation Law)

The undersigned, being a person authorized to execute this Certificate of Conversion on behalf of Daktronics, Inc., a South Dakota corporation (the “Other Entity”), hereby certifies that:

1. Daktronics, Inc., was originally formed as a corporation under the law of the State of South Dakota on December 9, 1968.

2. The Other Entity’s name and type of entity immediately prior to the filing of this Certificate of Conversion was Daktronics, Inc., a South Dakota corporation.

3. The name of the Delaware corporation into which the Other Entity is to be converted as set forth in its Certificate of Incorporation is Daktronics, Inc.

[Signature Page Follows]

The undersigned has caused this Certificate of Conversion to be duly executed as of [•], 2025.


By:
Name:		[•]
Title:		[•]

[Signature Page to Certificate of Conversion]

ANNEX D

CERTIFICATE OF INCORPORATION

DAKTRONICS, INC.

[•], 2025

ARTICLE 1 – NAME

1.1 The name of the corporation is Daktronics, Inc. (the “Corporation”).

ARTICLE 2 – DURATION

2.1 The duration of the Corporation shall be perpetual.

ARTICLE 3 – PURPOSE

3.1 The Corporation is organized for general business purposes and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”) as it currently exists or may hereafter be amended.

ARTICLE 4 – STOCK

4.1 The total number of shares of stock which the Corporation shall have the authority to issue shall be one-hundred twenty million (120,000,000) shares, each without par value, and which shall consist of one-hundred fifteen million (115,000,000) shares of common stock (the “Common Stock”) and five million (5,000,000) shares of preferred stock. The Board of Directors of the Corporation (the “Board of Directors”) is authorized to establish from the shares of preferred stock, by resolution adopted by the Board of Directors and included in one or more certificates of designation as provided by law, one or more classes or series of shares, to designate each such class or series (which may include, but is not limited to, designation as additional shares of common stock), and to fix the relative powers, preferences, privileges, rights, qualifications, limitations and restrictions of each such class or series.

4.2 The Board of Directors may, at any time and from time to time, via resolution, issue and sell for such consideration as may be permitted by law, any and all of the authorized shares of the stock of the Corporation not then issued, any and all treasury shares, and any and all of any stock of any class that may hereafter be authorized.

ARTICLE 5 – NO PREEMPTIVE RIGHTS

5.1 No stockholder of the Corporation shall have any preemptive or preferential rights to acquire additional or treasury shares of stock of the Corporation, whether now or hereafter authorized, which may at any time be issued, sold or offered for sale by the Corporation, or obligations of the Corporation or rights convertible into such shares.

ARTICLE 6 – REGISTERED OFFICE AND AGENT

6.1 The address of the principal and registered office of the Corporation in the State of Delaware shall be 1209 Orange St., in the City of Wilmington, Delaware 19801, County of New Castle, and the registered agent at such address shall be The Corporation Trust Company.

6.2 The Board of Directors shall have the authority to change the address and name of the registered agent of the Corporation pursuant to the procedure set forth in the DGCL, or its successor.

ARTICLE 7 – DIRECTORS

7.1 The number of directors of the Corporation which shall constitute the entire Board of Directors shall be fixed from time to time in the manner provided in the Bylaws of the Corporation (as may be amended or restated from time to time, the “Bylaws”). The directors shall be divided into three (3) classes, designated Class A, Class B and Class C, with each class to be as nearly equal in number as possible, with the term of office of the initial Class A members to expire at the first annual meeting after their election; the term of the initial Class B members to expire at the second annual meeting after their election; and the term of the initial Class C members to expire at the third annual meeting after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, disability, resignation, disqualification or removal, and the Board of Directors shall be authorized to assign members of the Board of Directors to such classes. At each annual meeting of stockholders, directors chosen to succeed whose terms then expire shall be elected for a full term of three (3) years, with each director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, disability, resignation, disqualification or removal.

7.2 Unless and except to the extent that the Bylaws so provide, the election of directors need not be by written ballot. There shall be no cumulative voting in the election of directors.

7.3 The Board of Directors shall have the power and authority to take any action required or permitted of it by law and by this Certificate.

7.4 The liability of the Corporation’s directors to the Corporation or its stockholders shall be eliminated to the fullest extent permitted by the DGCL, as the same exists or may be amended from time to time. In particular, and without limiting the effect of the foregoing sentence, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any action taken, or any failure to take any action, as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. If the DGCL, or any succeeding statutory authority, is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the DGCL or any succeeding statutory authority. Any repeal or modification of this Section 7.4 by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation at the time of such repeal or modification.

7.5 Any director may be removed, with or without cause, upon the affirmative vote of the holders of at least fifty percent (50%) of the then-outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders in accordance with the DGCL, this Certificate and the Bylaws.

ARTICLE 8 – INDEMNIFICATION

8.1 The Corporation shall indemnify its officers and directors to the fullest extent authorized or permitted by the DGCL or any other applicable laws as may from time to time be in effect, as the same exist or may be amended from time to time. The Corporation may indemnify its employees, agents and other persons from time to time as determined by the Board of Directors.

8.2 Any repeal or modification of this Article 8 by the stockholders of the Corporation shall be prospective only and shall not adversely affect the indemnification of any person who is entitled to indemnification at the time of such repeal or modification.

8.3 The indemnification provided in this Article 8, under the DGCL, and under any other applicable laws shall not be deemed exclusive of any other rights to which those indemnified may be entitled by any bylaw, agreement, vote of stockholders or directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE 9 – BYLAWS

9.1 In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws without any action on the part of the stockholders of the Corporation. Notwithstanding the preceding sentence, any bylaw, may be amended, altered or repealed by the stockholders of the Corporation by the affirmative vote of a majority of the votes cast on the matter. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.

ARTICLE 10 – STOCKHOLDER ACTION

10.1 Subject to the rights of the holders of any preferred stock, any action required or permitted to be taken by the stockholders of the Corporation may be taken at a duly held annual or special meeting of stockholders or may be taken by unanimous written consent, setting forth the action taken, signed by all stockholders of the Corporation and delivered to the Corporation’s registered office in Delaware or its principal place of business.

ARTICLE 11 – POWERS

11.1 The Corporation shall have the unlimited power to engage in and to do any act necessary or incidental to the carrying out of its purposes, together with the power to do or perform any acts consistent with or which may be implied from the powers expressly conferred upon corporations by the DGCL.

ARTICLE 12 – INCORPORATOR

12.1 The incorporator of the Corporation is Carla Gatzke, whose mailing address is 201 Daktronics Drive, Brookings, South Dakota 57006.

12.2 The powers of the incorporator are to terminate upon the filing of this Certificate with the Secretary of State of the State of Delaware. The name and mailing address of each person who is to serve as an initial director of the Company until the first annual meeting of stockholders or his or her successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, disability, resignation, disqualification or removal, is:

Howard I. Atkins