DUOS TECHNOLOGIES GROUP, INC. — Proxy Solicitation & Information Statement 2016

Apr 11, 2016

DEFA14A 1 duot_14a.htm DEFINITIVE ADDITIONAL MATERIALS html PUBLIC "-//IETF//DTD HTML//EN" Definitive Additional Materials

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A (Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a party other than the Registrant o

Check the appropriate box :

o Preliminary proxy statement

o Confidential, For use of the Commission only (as permitted by Rule 14a-6(e)(2))

o Definitive proxy statement

þ Definitive additional materials

o Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

DUOS TECHNOLOGIES GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

þ No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

o Fee paid previously with preliminary materials:

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)	Amount previously paid:
(2)	Form, Schedule or Registration Statement No.:
(3)	Filing Party:
(4)	Date Filed:

EXPLANATORY NOTE

Duos Technologies Group, Inc. (the “Company”) is filing the attached proxy card as an amendment to the DEF 14A that was filed with the Securities and Exchange Commission on April 1, 2016, as the proxy card was inadvertently omitted from the original filing. The proxy card has been made available to the Company’s shareholders in the form attached hereto.

DUOS TECHNOLOGIES GROUP, INC 6622 SOUTHPOINT DRIVE SOUTH, SUITE 310 JACKSONVILLE, FL 32216
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ý	KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.	DETACH AND RETURN THIS PORTION ONLY

			For	Withhold	For All	To withhold authority to vote for any individual
			All	All	Except	nominee(s), mark “For All Except” and write the
The Board of Directors recommends you vote FOR the following:						number(s) of the nominee(s) on the line below.
1.	Election of Directors		¨	¨	¨
	Nominees:
	01 Gianni Arcaini	02 Adrian Goldfarb	03 Gijs van Thiel			04 Joseph H. Glodek	05 Alfred J. (Fred) Mulder
The Board of Directors recommends you vote FOR proposals 2 and 3.								For	Against	Abstain
2.	Approval of the Duos Technologies Group, Inc. 2016 Equity Incentive Plan.							¨	¨	¨
3.	Advisory vote on executive compensation.							¨	¨	¨
The Board of Directors recommends you vote 3 YEARS on the following proposal:							1 Year	2 Years	3 Years	Abstain
4.	Advisory vote on the frequency of the advisory vote on executive compensation.						¨	¨	¨	¨
NOTE : Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]		Date				Signature (Joint Owners)		Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10-K, Notice & Proxy Statement, 2016 Equity Incentive Plan is/are available at www.proxyvote.com
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

DUOS TECHNOLOGIES GROUP, INC.
Annual Meeting of Shareholders
April 21, 2016 10:00 AM
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) Gianni Arcaini and Adrian Goldfarb, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of (Common/Preferred) stock of DUOS TECHNOLOGIES GROUP, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM, EST on April 21, 2016 at the Company's premises, 6622 Southpoint Dr. S. Jacksonville, FL 32216, Suite 310, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side

EDGAR Validation Code: BF20AA95