DUOT Duos Technologies Group Inc

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2024

 

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Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

 

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Florida	001-39227	65-0493217
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

 

7660 Centurion Parkway, Suite 100, Jacksonville, Florida 32256

(Address of Principal Executive Offices) (Zip Code)

 

(904) 296-2807

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (par value $0.001 per share)		DUOT		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 30, 2024, Duos Technologies Group, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The record date (the “Record Date”) for the Annual Meeting was August 5, 2024. As of the Record Date, the Company had issued and outstanding 7,689,969 shares of common stock, par value $0.001 per share (the “Common Stock”), 1,399 shares of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and 13,625 shares of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).

Represented at the Annual Meeting, in person or by proxy, were the holders of 6,020,282 shares of Common Stock, 1,399 shares of Series D Preferred Stock and 13,500 shares of Series E Preferred Stock, thereby constituting a quorum. Each share of Common Stock had one vote. Each share of Series D Preferred Stock had 333 votes, up to the applicable beneficial ownership limitation, which is 4.99% in some cases and 19.99% in others. Each share of Series E Preferred Stock had 333 votes, subject to the applicable beneficial ownership limitation, which is 19.99%. Because of the beneficial ownership limitations applicable to specific holders of the Series D Preferred Stock and Series E Preferred Stock, the total votes eligible to be cast at the Annual Meeting were 351,334 for the shares of Series D Preferred Stock and none for the shares of Series E Preferred Stock.

The matters that were voted on 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 below. Of the shares of Common Stock present at the Annual Meeting, 1,840,170 shares were broker non-votes, and were not included in any of the figures below, except for the vote in favor of the ratification of the appointment of Salberg & Company, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2024.

Proposal No. 1. To elect five directors to hold office for a one-year term and until each of their successors is elected and qualified.

		Votes For				Votes Withheld
Charles P. Ferry			4,333,816				105,730
Kenneth Ehrman			3,993,311				446,235
Frank A. Lonegro			4,347,578				91,968
Ned Mavrommatis			4,125,415				314,131
James Craig Nixon			4,125,591				313,955

 

The holders of the Series D Preferred Stock voted in favor of each nominee and the Votes For totals include the votes cast by the holders of Common Stock and the eligible votes cast by the holders of the Preferred Stock.

Proposal No. 2. To approve in a non-binding advisory vote, the compensation of the Company's Chief Executive Officer and Chief Financial Officer, our two most highly compensated executive officers.

Votes For				Votes Against				Abstentions
	4,372,211				42,663				116,572

The holders of the Series D Preferred Stock voted in favor of this proposal and the Votes For total includes the votes cast by the holders of Common Stock and the eligible votes cast by the holders of the Preferred Stock.

Proposal No. 3. To approve, for purposes of Nasdaq Listing Rule 5635(d) and as required by the terms of the Series E Preferred Stock, the issuance of shares of our Common Stock issuable upon conversion of the shares of Series E Preferred Stock.

Votes For				Votes Against				Abstentions
	4,378,437				99,079				53,930

The holders of the Series D Preferred Stock voted in favor of this proposal and the Votes For total includes the votes cast by the holders of Common Stock and the eligible votes cast by the holders of the Preferred Stock.

  

 

 

Proposal No. 4. To ratify the appointment of Salberg & Company, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2024.

Votes For				Votes Against				Abstentions
	6,308,916				52,596				10,104

 

The holders of the Series D Preferred Stock voted in favor of this proposal and the Votes For total includes the votes cast by the holders of Common Stock and the eligible votes cast by the holders of the Preferred Stock.

Proposal No. 5. To approve a modification of the previously-approved 2021 Equity Incentive Plan.

Votes For				Votes Against				Abstentions
	3,831,813				684,127				15,506

The holders of the Series D Preferred Stock voted in favor of this proposal and the Votes For total includes the votes cast by the holders of Common Stock and the eligible votes cast by the holders of the Preferred Stock.

As a result of the above votes, all director nominees were elected and Proposal Nos. 2, 3, 4 and 5 were approved.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

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.

 

	DUOS TECHNOLOGIES GROUP, INC.
Dated: October 3, 2024	By:	/s/ Adrian G. Goldfarb
		Adrian G. Goldfarb Chief Financial Officer

 

 

 

 

 

v3.24.3

Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-39227
Entity Registrant Name	Duos Technologies Group, Inc.
Entity Central Index Key	0001396536
Entity Tax Identification Number	65-0493217
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	7660 Centurion Parkway
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32256
City Area Code	(904)
Local Phone Number	296-2807
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (par value $0.001 per share)
Trading Symbol	DUOT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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