Current Report Filing (8-k)
03 June 2017 - 1:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
May 31, 2017
DIGITAL
ALLY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
001-33899
|
|
20-0064269
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
9705
Loiret Blvd., Lenexa, KS 66219
(Address
of principal executive offices) (Zip Code)
(913)
814-7774
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
The
Company held its annual meeting of the shareholders (the “Annual Meeting”) on Wednesday, May 31, 2017. There were
4,829,202 shares of common stock represented in person or by proxy at the Annual Meeting, constituting 85.0% of the outstanding
shares on April 3, 2017, the record date for the Annual Meeting, and establishing a quorum. The matters voted upon at the Annual
Meeting and the results of such voting are set forth below.
Proposal
One
:
Election of Four Directors of the Company
.
Name
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|
Votes
For
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|
|
Votes
Against/
Withheld
|
|
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Abstain
|
|
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Broker
Non-Votes
|
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Stanton
E. Ross
|
|
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1,753,484
|
|
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139,235
|
|
|
|
|
|
|
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2,936,483
|
|
Leroy
C. Richie
|
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1,635,769
|
|
|
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256,950
|
|
|
|
|
|
|
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2,936,483
|
|
Daniel
F. Hutchins
|
|
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1,757,418
|
|
|
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135,301
|
|
|
|
|
|
|
|
2,936,483
|
|
Michael
J. Caulfield
|
|
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1,634,336
|
|
|
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258,383
|
|
|
|
|
|
|
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2,936,483
|
|
All
nominees were duly elected.
The
Board of Directors made appointments to its various committees after the Annual Meeting. The members of the Company’s Audit
Committee are Messrs. Hutchins, Richie and Caulfield. Mr. Hutchins is the chairman of the Audit Committee. The members of the
Compensation Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Compensation Committee. The members
of the Nominating and Governance Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Nominating and
Governance Committee.
Proposal
Two
:
Approval of an Amendment to the 2015 Stock Option Plan and Restricted Stock Plan
. To approve an amendment
to the 2015 Stock Option and Restricted Stock Plan to increase the number of shares reserved for issuance under the Plan by 500,000
shares.
The
Board of Directors deferred consideration of this Proposal and it was not presented for a vote at the Annual Meeting.
Proposal
Three
:
Ratification of RSM US LLP Appointment.
Ratification of the appointment of RSM US LLP as the independent
registered accounting firm of Digital Ally, Inc. for the year ending December 31, 2017.
Votes
For
|
|
|
|
Votes
Against/
Withheld
|
|
|
|
Abstain
|
|
4,527,981
|
|
|
|
189,650
|
|
|
|
111,571
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|
The
appointment of RSM US LLP as the independent registered accounting firm of the Company was ratified.
Item
8.01 Other Events.
On
May 31, 2017, the Board of Directors terminated the Company’s Stock Repurchase Program. On August 25, 2015, the Board of
Directors approved such Program that authorized the repurchase of up to $2.5 million of the Company’s common stock in the
open market, or in privately negotiated transactions. The Company did not repurchase any shares of common stock under this Program.
The
information contained in this current report shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section,
nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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DIGITAL
ALLY, INC.
|
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Date:
June 2, 2017
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By:
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/s/
STANTON E. ROSS
|
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Name:
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Stanton
E. Ross
|
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Title:
|
Chairman,
President and Chief Executive Officer
|
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