Daktronics : 2025 Proxy Statement

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

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

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  Daktronics, Inc.

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DAKTRONICS, INC.

201 Daktronics Drive Brookings, South Dakota 57006

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS September 3, 2025 Time 4:30 p.m. Central Daylight Time on Wednesday, September 3, 2025 Place Daktronics, Inc. (the "Company," "we," or "us") 201 Daktronics Drive

Brookings, South Dakota 57006

Items of Business 1. To elect four directors of the Company ("Directors") to serve for a three-year term that expires on the date of the Annual Meeting of Stockholders in 2028 or until their successors are duly elected and qualified.

1. To approve, on an advisory (non-binding) basis, the Company's compensation of its named executive officers.

2. To ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the Company for fiscal 2026.

3. To approve the Daktronics, Inc. 2025 Stock Incentive Plan to provide for additional shares for future equity grants to the Company's employees, Directors, and other participants.

Recommendations THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3, AND PROPOSAL 4. Record Date

You are entitled to notice of and to vote at the Company's 2025 Annual Meeting of Stockholders to be held on September 3, 2025 (the "Annual Meeting") if you were a stockholder of record at the close of business on July 16, 2025.

Annual Meeting All stockholders are invited to attend the Annual Meeting in person with proof of ownership, such as your last broker or EQ Stockholder Services statement, and government-issued identification. Voting by Proxy Even if you plan to attend the Annual Meeting, please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Stockholders may vote their shares:

1. over the Internet;

2. by written ballot at the Annual Meeting;

3. by telephone; or

4. by mail.

For specific instructions, refer to the "Proxy Procedure" section of the proxy statement related to the Annual Meeting (the "Proxy Statement") or to the voting instructions on the proxy card for the Annual Meeting (the "Proxy Card"), both of which accompany this Notice of Annual Meeting of the Stockholders (this "Notice").

THE PROXY STATEMENT AND THE PROXY CARD ARE FIRST BEING DISTRIBUTED TO STOCKHOLDERS ON OR ABOUT AUGUST 14, 2025.

By Order of the Board of Directors,

Carla S. Gatzke

Secretary

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE DAKTRONICS, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 3, 2025.

This Notice, the Proxy Statement, the Proxy Card and our Fiscal 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended April 26, 2025, are available at our cookies-free website at https://www.investor.daktronics.com.

Daktronics, Inc. Table of Contents

Pages

GENERAL MATTERS1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4

PROPOSAL ONE - ELECTION OF DIRECTORS 6

PROPOSAL TWO - ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS 11

PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM 12

PROPOSAL FOUR - APPROVAL OF THE 2025 STOCK INCENTIVE PLAN 13

CORPORATE GOVERNANCE 16

DELINQUENT SECTION 16(A) REPORTS 23

COMPENSATION DISCUSSION AND ANALYSIS 24

COMPENSATION COMMITTEE REPORT 29

EXECUTIVE COMPENSATION 30

AUDIT COMMITTEE REPORT 45

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS 45

AVAILABLE INFORMATION 45

APPENDIX A - 2025 STOCK INCENTIVE PLAN 47

APPENDIX B - NOTICE AND BALLOT 61

‌DAKTRONICS, INC. General PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS GENERAL MATTERS

The enclosed form of proxy (the "Proxy Card") is solicited by and on behalf of the Board of Directors (the "Board" or "Board of Directors") of Daktronics, Inc., a Delaware corporation (the "Company," "Daktronics," "we," "us," or "our"), for use at the 2025 Annual Meeting of Stockholders and any adjournments or postponements thereof (the "Annual Meeting") scheduled to be held on Wednesday, September 3, 2025 at Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006 at 4:30 p.m. Central Time, for the purposes set forth in this proxy statement (this "Proxy Statement") and in the accompanying Notice of Annual Meeting of Stockholders (the "Notice"). This Proxy Statement and the accompanying Notice, Proxy Card, and Annual Report to Stockholders for the year ended April 26, 2025 (the "Annual Report"), which contains our Annual Report on Form 10-K for the year ended April 26, 2025 (the 'Form 10-K"), are first being mailed to stockholders entitled to vote at the Annual Meeting on or about August 14, 2025.

Stockholders Entitled to Vote; Record Date

Only stockholders of record at the close of business on July 16, 2025 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 49,120,799 shares of our common stock, par value $0.00001 per share ("Common Stock"), outstanding and entitled to vote held by 800 stockholders of record. All stockholders are invited to attend the Annual Meeting in person with proof of ownership, such as the most recent broker or EQ Stockholder Services statement, and government-issued identification.

Important Notice Regarding the Availability of Proxy Materials

Pursuant to the rules promulgated by the Securities and Exchange Commission (the "SEC"), the Company is providing access to its proxy materials by sending you a full set of proxy materials. Under the full set delivery option, a company delivers paper copies of all proxy materials to each stockholder. The approximate date on which the proxy materials will first be mailed to our stockholders is on or about August 14, 2025. In addition to delivering proxy materials to stockholders, we are making copies of these materials available on our cookies-free website at https://www.daktronics.com by selecting "Investors" at the bottom of the website under "Our Company" and then "Annual Reports and Proxy" under the heading "Financial Information." Stockholders are encouraged to access and review the proxy materials before voting.

Voting at the Annual Meeting; Vote Requirements

The holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting, represented for any purpose at the Annual Meeting, will constitute a quorum for the transaction of business. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is present. Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. In general, each share is entitled to one vote on all matters submitted to a vote. Shares abstaining will be treated as not voted.

At the Annual Meeting, Directors will be elected in an uncontested election, meaning the number of nominees does not exceed the number of open seats. Pursuant to the Bylaws of Daktronics, Inc. (the "Bylaws") and Delaware law, each Director-nominee in an uncontested election must receive a majority of the votes cast with respect to such Director-nominee's election by holders of shares entitled to vote at the Annual Meeting in order to be duly elected. This means that the number of votes cast "FOR" a Director-nominee must exceed the number of votes cast "AGAINST" him or her. Only votes "for" or "against" will affect the outcome. Abstentions and broker non-votes will have no effect on the outcome of the election of Directors. The affirmative vote of a majority of the voting power of the shares of Common Stock present and entitled to vote and represented at the Annual Meeting at the time of the vote, either in person or by proxy, assuming a quorum is present, is required to approve the other proposals at the Annual Meeting. If an executed proxy is returned and the stockholder has abstained from voting on any matter, the shares represented by such proxy will be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote, but they will be considered to have been voted "AGAINST" such matter. If a signed proxy is returned by a broker, bank, trustee, or other nominee holding shares in "street name," and it indicates that the broker, bank, trustee, or other nominee does not have discretionary authority to vote certain shares on one or more matters, such shares will be considered present at the Annual Meeting for purposes of determining a quorum but will not be considered to be represented at the Annual Meeting for purposes of calculating the vote with respect to such matter.

Counting Votes

The inspector of election appointed for the Annual Meeting will count the votes cast by proxy or in person at the Annual Meeting.

Brokers, banks, trustees, or other nominees who hold shares in street name for customers are generally required to vote the shares in the manner directed by their customers. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters. If their customers do not give any direction, brokers and other intermediaries may vote the shares on routine matters, but not on non-routine matters. Shares for which brokers, banks, trustees, or other nominees have not received instructions, and which therefore are not voted, with respect to a particular proposal are referred to as "broker non-votes" with respect to that proposal.

Proposal One, Proposal Two, and Proposal Four are non-routine matters. Accordingly, brokers who hold shares in street name for customers will not be able to vote the shares without instructions from their customers with respect to these proposals in this Proxy Statement. Proposal Three is a routine matter.

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