Item 5.07 Submission of Matters to a Vote of Security Holders.

Annual Meeting of Shareholders

The annual meeting of the shareholders of Digital Ally, Inc. (the "Company") was held on Friday, May 25, 2012. On the record date for the annual meeting, there were 16,154,073 shares of common stock issued and outstanding and entitled to be voted at the annual meeting, of which 13,088,808 shares were present for purposes of establishing a quorum and 12,984,954 shares were voted.

Election of Directors. At the annual meeting, the shareholders elected the following six directors to serve on the Company's Board of Directors: Stanton E. Ross, Leroy C. Richie, Daniel F. Hutchins, Elliot M. Kaplan, Bernard A. Bianchino and Stephen Gans. Each of the directors will serve until the Company's next annual meeting of shareholders or until a successor is elected and qualified.

Votes Votes Against/ Broker For Withheld Abstain Non-Votes Proposal One:

Election of six directors to hold office until the next annual meeting of our
stockholders or until their successors are elected and qualified:
Stanton E. Ross 9,359,816 383,308 -0- Leroy C. Richie 9,377,777 365,347 -0- Daniel F. Hutchins 9,381,305 361,819 -0- Elliot M. Kaplan 9,385,677 357,447 -0- Bernard A. Bianchino 9,070,503 672,621 -0- Stephen Gans 8,988,874 754,250 -0-

The Board of Directors made appointments to its various committees after the annual meeting. The members of our Audit Committee are Messrs. Hutchins, Richie, Bianchino and Gans. Mr. Hutchins is the chairman of the Audit Committee. The members of our Compensation Committee are Messrs. Richie, Bianchino and Gans. Mr. Bianchino is the chairman of the Compensation Committee. The members of our Nominating and Governance Committee are Messrs. Hutchins, Richie and Kaplan. Mr. Richie is the chairman of the Nominating and Governance Committee. The members of our Strategic Planning Committee are Messrs. Richie, Bianchino, Hutchins and Kaplan. Mr. Bianchino is the chairman of the Strategic Planning Committee.

Ratification of Grant Thornton LLP Appointment. Also at the annual meeting, the shareholders voted in favor of the ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ended December 31, 2012.

Votes Votes Against/ Broker For Withheld Abstain Non-Votes Proposal Two:

Ratification of the appointment of Grant Thornton LLP as the independent
registered accounting firm
of Digital Ally, Inc. for the year ending December 31, 2012: 11,310,048 1,674,906 103,854 -0-

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.

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