Duos Technologies Group, Inc. (OTCMKTS:DUOT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2020, Duos Technologies Group, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). The Company’s current Chief Executive Officer, Charles P. Ferry, and Edmund L. Harris were elected to begin serving on the Board of Directors.
The relevant information in Item 5.07 on this Current Report on Form 8-K, is incorporated herein by reference.
Election of Charles P. Ferry to the Board of Directors
Charles P. Ferry, age 54.
Mr. Ferry combines over three years of experience in the energy industry and seven years in the defense contracting industry following 26 years of active duty service in the United States Army. Previously, Mr. Ferry had been involved in two companies in the defense industry holding positions including Director, Business Development and Operations; Vice President of Operations; and General Manager. From 2018 through 2020, Mr. Ferry was the Chief Executive Officer for APR Energy, a global fast-track power company. Prior to this, Mr. Ferry was the President and Chief Operating Officer of APR Energy from 2016 to 2018. From 2014 to 2016, Mr. Ferry was the General Manager for ARMA Global Corporation, a wholly owned subsidiary of General Dynamics, a defense contracting company that delivered Information Technology engineering, services, and logistics. Mr. Ferry was the Vice President of ARMA Global Corporation from 2010 to 2014 before being acquired by General Dynamics. From 2009 to 2010, Mr. Ferry was the Director, Business Development and Operations of Lockheed-Martin. Mr. Ferry has an undergraduate degree from Brigham Young University.
Family Relationships
Mr. Ferry does not have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Ferry reportable under Item 404(a) of Regulation S-K.
Election of Edmond L. Harris to the Board of Directors
Edmond L. Harris, age 71.
Between January 2018 and August 2020, Mr. Harris served as Executive Vice President of Operations of CSX Corporation. From April 2010 until his retirement in April 2011, Mr. Harris served as Executive Vice President and Chief Operating Officer at Canadian Pacific Limited and Canadian Pacific Railway Company. He served as Executive Vice President of Operations at Canadian National Railway Company (“CN”) from March 2005 to January 2007, as its Senior Vice President of Operations from July 2003 to March 2005, and as Chief Transportation Officer from January 2001 to June 2003. Mr. Harris also held various key operating positions at Illinois Central Railroad prior to its acquisition by CN. At Illinois Central Railroad and CN, Mr. Harris worked closely with E. Hunter Harrison, the Company’s former President and Chief Executive Officer, to implement the Precision Scheduled Railroad model. Mr. Harris has also served as an independent rail operations consultant providing advice to various rail shippers and railroads, including CSX, from June 2007 to March 2010, and again following his retirement from Canadian Pacific Limited and Canadian Pacific Railway Company in April 2011. Mr. Harris retired from CSX on August 1, 2020.
Family Relationships
Mr. Harris does not have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Harris reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
As an independent director of the Company, Mr. Harris is entitled to receive $15,000 per annum in compensation for his services, to be paid in accordance with the Company’s practices.
Item 5.07 Results of Operations and Financial Condition.
On November 19, 2020, the Company held its Annual Meeting. Greater than 50% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the table below. With respect to the election of Kenneth Ehrman, Charles P. Ferry, Ned Mavrommatis, Blair M. Fonda and Edmond L. Harris as directors to each serve as directors on the Board until the next annual meeting or until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his name.
On the basis of the above votes, (i) Kenneth Ehrman, Charles P. Ferry, Ned Mavrommatis, Blair Fonda and Edmond L. Harris were elected as members of the Board; and (ii) the proposal to ratify the selection of Salberg, as the Company’s independent registered public accountant to audit its consolidated financial statements was adopted.
About Duos Technologies Group, Inc. (OTCMKTS:DUOT)
Duos Technologies Group, Inc. (Duos), formerly Information Systems Associates, Inc., is primarily engaged in the design and deployment of artificial intelligence driven intelligent technologies systems and information technology (IT) infrastructure services. The Company’s subsidiary, Duos Technologies, Inc. (duostech), is focused on the design, development and deployment of technology applications and turnkey engineered systems. It develops and deploys homeland and border security-centric critical infrastructure applications suite. It has two technology platforms: praesidium and centraco, both distributed as licensed software suites, and embedded within engineered turnkey systems. praesidium is a modular suite of analytics applications, which process and analyze data streams from conventional sensors and/or data points.
