Blog: DAKTRONICS INC /SD/ : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01 Entry into a Material Definitive Agreement.

The Company received a letter dated May 27, 2022, as amended May 31, 2022, from
Prairieland Holdco, LLC (“PLH”) which notified the Company of PLH’s intent to
nominate candidates to the Board, among other requests (the “Nomination
Letter”). On July 23, 2022, Daktronics, Inc. (the “Company”) entered into a
Cooperation Agreement (the “Cooperation Agreement”) with PLH and its affiliates
(collectively, the “Prairieland Group”).

Pursuant to the Cooperation Agreement, the Company agreed to nominate Andrew
Siegel to the Company’s board of directors (the “Board”) for election at the
Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Following
the Annual Meeting, the Board will appoint Mr. Siegel to the Nominating and
Corporate Governance Committee of the Board. In addition, after the Annual
Meeting, the Board will also expand from seven to eight directors, and an
additional director mutually agreed upon by the Company and the Prairieland
Group will be appointed to the Board.

Under the Cooperation Agreement, the Prairieland Group irrevocably withdrew the
Nomination Letter, and it ceased all solicitations of proxies and other
activities in connection with the Annual Meeting.

The Prairieland Group also agreed to certain customary standstill provisions
prohibiting it from, among other things, (i) engaging in any solicitation of
proxies or consents, (ii) encouraging any person to submit nominees or seeking
to effect the election or removal of directors, (iii) presenting any proposal
for consideration by shareholders of the Company at any annual or special
meeting of shareholders or action by written consent of shareholders (each, a
“Shareholder Meeting”), (iv) making a proposal or request to change or influence
the Board, Company management or the direction of certain Company matters, and
(v) acquiring, in the aggregate, beneficial ownership of more than 9.9% of the
outstanding shares of common stock of the Company.

The Cooperation Agreement also provides that during the term of the Cooperation
Agreement, at any Shareholder Meeting, the Prairieland Group will vote in
accordance with the recommendation of the Board with respect to (i) the
election, removal and replacement of directors, (ii) the ratification of the
appointment of the Company’s independent registered public accounting firm,
(iii) the Company’s “say-on-pay” proposal, and (iv) any other proposal submitted
to the Company’s shareholders, subject to certain exceptions that include
proposals related to extraordinary transactions.

The Cooperation Agreement will terminate on the earlier of September 30, 2025
and the conclusion of the Company’s 2025 Annual Meeting of Shareholders.

The foregoing description of the Cooperation Agreement does not purport to be
complete and is qualified in its entirety by reference to the Cooperation
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On July 27, 2022, the Company issued a press release announcing its entry into
the Cooperation Agreement. A copy of the press release is attached as Exhibit
99.1 and is incorporated herein by reference. The information furnished in this
Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933,
regardless of any general incorporation language in such filing, except as shall
be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits:

(d) Exhibits. The following exhibit is furnished as part of this Report:

10.1 Cooperation Agreement, dated July 23 , 2022, by and among
Daktronics Inc., and Prairiehold Holdco, LLC.

99.1 Press Release dated July 27 , 2022 issued by Registrant regarding
Cooperation Agreement .

104 Cover page Interactive Data File (embedded within the Inline XBRL document)

Important Additional Information

The Company, its directors, and certain of its executive officers are
participants in the solicitation of proxies from the Company’s shareholders in
connection with the Annual Meeting. The Company intends to file a definitive
proxy statement and a proxy card with the Securities and Exchange Commission
(the “SEC”) in connection with any such solicitation of proxies from the
Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED

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TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy
statement for the 2021 Annual Meeting of Shareholders contains information
regarding the direct and indirect interests, by security holdings or otherwise,
of the Company’s directors and executive officers in the Company’s securities.
Information regarding subsequent changes to their holdings of the Company’s
securities can be found in the SEC filings on Forms 3, 4 and 5, which are
available on the Company’s website at https://investor.daktronics.com/ or
through the SEC’s website at http://www.sec.gov. Information can also be found in the
Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022 on
file with the SEC. Updated information regarding the identity of potential
participants, and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the definitive proxy statement and other
materials to be filed with the SEC in connection with the 2022 Annual Meeting.
Shareholders will be able to obtain the definitive proxy statement, any
amendments or supplements to the proxy statement and other documents filed by
the Company with the SEC at no charge at the SEC’s website at http://www.sec.gov.
Copies will also be available at no charge on the Company’s website
https://investor.daktronics.com/.

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