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DAKT > SEC Filings for DAKT > Form 8-K on 24-Aug-2012All Recent SEC Filings

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Form 8-K for DAKTRONICS INC /SD/


24-Aug-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On August 23, 2012, 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 2007 Stock Incentive Plan (the "Plan") to four of the Named Executive Officers as indicated below.

Each of these new incentive stock options vests annually as to 20% 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 $9.51. Each of the new restricted stock units also vests annually as to 20% 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 described the grants of the options and restricted stock units to four of the Company's Named Executive Officers effective on August 23, 2012:

                                                     Incentive Stock        Restricted Stock
                                                         Options                 Units
                                                    Shares Underlying      Shares Underlying
        Name                     Title                   Options                 Units
James B. Morgan         Chief Executive Officer               11,350                  2,270
William R. Retterath    Chief Financial Officer               10,800                  2,160
Bradley T. Wiemann      Executive Vice President              10,800                  2,160
Reece A. Kurtenbach     Executive Vice President              10,800                  2,160

Section 5 - Corporate Governance and Management



ITEM 5.07 Submission of Matters to a Vote of Security Holders

(a) On August 22, 2012, Daktronics, Inc. (the "registrant") held its Annual Meeting of Shareholders for fiscal 2012 ("2012 Annual Meeting"). Of the 42,016,906 shares of the Company's common stock outstanding and entitled to vote at the 2012 Annual Meeting, 38,743,704 shares, or 92.20%, which constituted a quorum, were represented at the 2012 Annual Meeting.

(b) The results of the votes on the proposals at the 2012 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 2015 or until his or her successor is duly elected:

Number of Shares Voted

Director Nominee           For          Withheld    Broker Non-Votes
Byron J. Anderson      26,345,037      1,044,400          11,354,267
Frank J. Kurtenbach    24,657,818      2,731,619          11,354,267
James A. Velenga       25,513,208      1,876,229          11,354,267

Proposal 2. Advisory (non-binding) vote on the compensation paid to our named executive officers. The shareholders approved the compensation of the registrant's named executive officers as described in its proxy statement for the 2012 Annual


Meeting by the following advisory vote:

Number of Shares Voted
For Against Abstain Broker Non-Votes 25,972,840 1,036,017 380,580 11,354,267

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the registrant's independent registered public accounting firm for fiscal 2013 was ratified by the following vote:

Number of Shares Voted For Against Abstain Broker Non-Votes 37,598,202 973,129 172,373 -

Proposal 4. Such Other Business as may Properly Come Before the Meeting or any Adjournment or Postponement Thereof. The approval to transact such other business as may properly come before the meeting or any adjournment or postponement thereof was approved by the following vote:

Number of Shares Voted
For Against Abstain Broker Non-Votes 22,824,073 14,922,702 996,929 -

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