DIGITAL ALLY, INC.

Regulatory Filings • Sep 9, 2020

8-K 1 form8-k.htm

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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): September 9, 2020 (September 9, 2020)

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.)

15612 College Blvd., Lenexa, KS 66219

(Address of principal executive offices) (Zip Code)

(913) 814-7774

(Registrant’s telephone number, including area code)

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

| Title
of each class | Trading
Symbol(s) | Name
of exchange on which registered |
| --- | --- | --- |
| Common
Stock, $0.001 par value | DGLY | The
Nasdaq Capital Market |

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))

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. [ ]

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

Digital Ally, Inc. (the “Company”) held its annual meeting of the shareholders (the “Annual Meeting”) on Wednesday, September 9, 2020. There were 17,897,837 shares of common stock, par value $0.001 per share (the “Common Stock”), represented in person or by proxy at the Annual Meeting, constituting approximately 67.2% of the outstanding shares of Common Stock on July 24, 2020, the record date for the Annual Meeting (the “Record Date”), 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 — Stanton E. Ross	4,683,050	317,737	12,897,050
Leroy C. Richie	3,973,208	1,024,219	12,900,410
Daniel F. Hutchins	4,325,596	671,831	12,900,410
Michael J. Caulfield	4,014,907	982,520	12,900,410

All nominees were duly elected.

The Board of Directors of the Company 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 the 2020 Digital Ally, Inc. Stock Option and Restricted Stock Plan (the “Plan”) which provides for 1,500,000 shares of Common Stock reserved for issuance under the Plan .

Votes For — 3,571,595	1,353,554	75,638	12,897,050

The Plan, which provides for 1,500,000 shares of Common Stock reserved for issuance under the Plan, was approved.

Proposal Three : Approval of an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the number of authorized shares of capital stock that the Company may issue from 50,000,000 to 100,000,000, of which all 100,000,000 shares will be classified as Common Stock.

Votes For — 12,907,809	4,797,370	192,658	2,936,483

The amendment to the Articles to increase the number of authorized shares of capital stock that the Company may issue from 50,000,000 to 100,000,000, of which all 100,000,000 shares shall be classified as Common Stock, was approved.

Proposal Four : Approval of an amendment to the Articles to increase the number of authorized shares of the Company’s capital stock by 10,000,000 and to classify such shares as blank check preferred stock.

Votes For — 3,400,261	1,558,189	42,337	12,897,050

The amendment to the Articles to increase the number of authorized shares of capital stock by 10,000,000 and classify such shares as blank check preferred stock received a majority of the votes cast. However, the Company’s Amended and Restated Bylaws, as amended, and Nevada Private Corporations Law require the affirmative vote of a majority of the issued and outstanding shares of Common Stock as of the Record Date to approve such amendment to the Articles. Therefore, such amendment to the Articles was not approved.

Proposal Five : Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

Votes For — 16,625,916	831,701	440,220	0

The appointment of RBSM LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020 was ratified.

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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.

| DIGITAL
ALLY, INC. — By: | /s/
STANTON E. ROSS |
| --- | --- |
| Name: | Stanton
E. Ross |
| Title: | Chairman,
President and Chief Executive Officer |

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