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Daktronics, Inc. (NASDAQ:DAKT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Daktronics, Inc. (NASDAQ:DAKT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

On September6, 2018, the Compensation Committee of the Board of Directors of Daktronics, Inc. (the “Company”) recommended and the Board of Directors authorized grants of incentive stock options to purchase shares of the Company's common stock and grants of restricted stock units under the Company's 2015 Stock Incentive Plan (the “Plan”) to five of the Named Executive Officers as indicated below.

Each of these new incentive stock options vests annually as to 20 percent of the shares subject to the option over five years beginning on the first anniversary of the date of grant, has a ten-year term, is subject to the terms and conditions of the Plan, and has an exercise price equal to the fair market value of the Company's common stock on the grant date, which was $7.83. Each of the new restricted stock units vest annually as to 20 percent of the shares subject to the restricted stock unit over five years beginning on the first anniversary of the date of grant and is subject to the terms and conditions of the Plan. Copies of the Plan and the forms of agreements under which these options and restricted stock units were granted are on file with the Securities and Exchange Commission as exhibits to the Company's reports.

The following table describes the grants of the options and restricted stock units to the five Named Executive Officers effective on September6, 2018:

Incentive Stock Options

Restricted Stock Units

Name

Title

Shares Underlying Options

Shares Underlying Units

Reece A. Kurtenbach

President and Chief Executive Officer

13,500

5,400

Sheila M. Anderson

Chief Financial Officer

6,250

2,500

Bradley T. Wiemann

Executive Vice President

6,250

2,500

Matthew J. Kurtenbach

Vice President

6,250

2,500

Carla S. Gatzke

Vice President

6,250

2,500

Item 5.07Submission of Matters to a Vote of Security Holders

(a)

On September5, 2018, the Company held its Annual Meeting of Shareholders for fiscal 2018 (“2018 Annual Meeting”). Of the 44,588,625 shares of the Company's common stock outstanding and entitled to vote at the 2018 Annual Meeting, 41,799,715 shares, or 93.74 percent, which constituted a quorum, were represented at the 2018 Annual Meeting.

(b)

The results of the votes on the proposals at the 2018 Annual Meeting were as follows.

Proposal 1. Election of Directors. The following individuals were elected as directors by the following vote, each to serve a three-year term that expires on the date of the Annual Meeting of Shareholders in 2021 or until his or her successor is duly elected:

Number of Shares Voted

Director Nominee

For

Withheld

Broker Non-Votes

Byron J. Anderson

20,010,083

10,577,300

11,212,332

John P. Friel

20,696,786

9,890,597

11,212,332

Reece A. Kurtenbach

21,086,083

9,501,300

11,212,332

Proposal 2. Advisory (non-binding) approval of the Company's executive compensation. The shareholders approved the compensation of the Company's executive officers as described in its proxy statement for the 2018 Annual Meeting by the following advisory vote:

Number of Shares Voted

For

Against

Abstain

Broker Non-Votes

29,023,218

1,114,731

449,434

11,212,332

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for fiscal 2019 was ratified by the following vote:

Number of Shares Voted

For

Against

Abstain

Broker Non-Votes

41,509,629

259,651

30,435

Proposal 4. Approval of an Amendment to the Employee Stock Purchase Plan ("ESPP"). The approval of an amendment to the ESPP to increase the number of shares authorized under the ESPP to 4,000,000 (an increase of 1,500,000 shares) was approved by the following vote:

Number of Shares Voted

For

Against

Abstain

Broker Non-Votes

30,132,267

358,483

96,633

11,212,332

About Daktronics, Inc. (NASDAQ:DAKT)
Daktronics, Inc. is a supplier of electronic scoreboards, electronic display systems, digital messaging solutions, software and services for sporting, commercial and transportation applications. The Company operates through five segments: Commercial, Live Events, High School Park and Recreation, Transportation, and International. The Company offers a range of products, from small scoreboards and electronic displays to video display systems, as well as related control, timing and sound systems. It designs, markets, manufactures, installs and services integrated systems displaying real-time data, graphics, animation and video. Its product families include video displays, scoreboards and timing systems, message displays, intelligent transportation systems (ITS) dynamic message signs, space availability displays, audio systems, advertising displays, digit and price displays and digital messaging systems.

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